Exhibit 4.18


 


US Contribution Agreement


 


THIS
AGREEMENT, dated as of September 28,
2001, as amended and restated on July 18, 2002, is made


 


Between:


 


(1)                                 CORPORATE EXPRESS OFFICE PRODUCTS, INC.,
a Delaware corporation having its principal place of business at
1 Environmental Way, Broomfield, Colorado 80021-3416 (Corporate
Express or an Initial US Originator);


 


(2)                                 CORPORATE EXPRESS OF TEXAS, INC., a
Delaware corporation having its principal place of business at
1 Environmental Way, Broomfield, Colorado 80021-3416 (an Initial US Originator and, together with Corporate
Express, the Initial
US Originators);


 


(3)                                 BUHRMANN SILVER US LLC, a Delaware
limited liability company having its principal place of business at
1 Environmental Way, Broomfield, Colorado 80021-3416 (the US Master Purchaser); and


 


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


 


(5)                                 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 ECN 2DB (the Security
Agent), which
term shall include such person and all other persons for the time being acting
as the security agent or agents pursuant to the US Master Purchaser Security
Agreement.


 


Whereas:


 


(A)                              The US Originators desire to transfer, contribute and assign from
time to time their respective interests in the US Receivables to the US Master
Purchaser as a capital contribution to the US Master Purchaser.


 


(B)                                Pursuant to the Amended and Restated Limited Liability Company
Agreement of the US Master Purchaser dated as of July 18, 2002 (the Limited Liability Company Agreement)
among Corporate Express, as managing member and a member of the US Master
Purchaser and Kevin P. Burns, as the Independent Manager, the membership interest (the Interest) of a US Originator in the US Master Purchaser
may be increased to reflect additional Capital Contributions made by such
US Originator to the US Master Purchaser.


 


(C)                                The US Master Purchaser has agreed to create security over all of
its assets including its rights and benefits under this Agreement in favor of
the Security Agent for the benefit of each US Master Purchaser Secured Party
under the US Master Purchaser Security Agreement.


 


(D)                               The Security Agent is entering into this Agreement in order to
receive the benefit of the warranties, covenants, undertakings and indemnities
expressed in its and each US Master Purchaser Secured Party’s favor
hereunder, but the Security Agent shall not assume or incur any liability
whatsoever to the US Master Purchaser or any US Originator by virtue of
the provisions contained in this Agreement other than in accordance with any
obligation to reimburse which it may have pursuant to Clause 7.5.


 


Now therefore it is agreed as
follows:


 

















 


Definitions and Interpretation


 


1.1                                 Capitalized 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  dated 27 September 2000 (as amended and
restated on 28 September 2001 and on 18 July 2002 and as the same may be
further 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.


 


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 Agreement mutatis mutandis.  In the event of any conflict between the
provisions of this Agreement and the Provisions, the Provisions shall prevail.


 


1.2                                 This Agreement is the US Contribution Agreement referred to in the
Framework Deed.


 


OFFER


 


2.                                       Each Initial US Originator, and each Additional
US Originator upon its accession to the Transaction Documents in accordance
with Clause 4 of the Framework Deed, hereby notifies the US Master Purchaser
that such US Originator intends from time to time, on any Business Day, to make
offers to contribute (Offers
to Contribute and each an Offer to Contribute) as a capital
contribution to the US Master Purchaser all of such US Originator’s right,
title, interest and benefit (present and future) in and to certain
US Receivables originated by it in the ordinary course of its
business.  If such US Originator
wishes to make Offers to Contribute to the US Master Purchaser then it will make
such Offers to Contribute by delivering to the US Master Purchaser an Invoices File containing details of each of the US Receivables in
respect of which an Offer to Contribute is being made, by no later than
5.00 p.m. (Central 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 making of the Offer to Contribute).  The US Master Purchaser shall be free,
subject to the terms and conditions contained in this Agreement, to decide
whether or not to accept in its absolute discretion any such Offer to
Contribute and may accept any such Offer to Contribute only in the manner
specified in Clause 3.1.


 


Acceptance


 


Acceptance


 


3.1                                 Any Offer to Contribute made by a US Originator in accordance with
Clause 2 shall be irrevocable up to, and including 5.00 p.m. (Central
European Time) on the fourth Business Day following the Business Day on which
the Invoices File delivered at the time of such Offer to Contribute was
produced, after which time such Offer to Contribute shall lapse and be deemed
withdrawn.  Any such Offer to Contribute
may be accepted by the US Master Purchaser:


 


(a)                                  identifying (or procuring that the Master Servicer identifies) by the
use of a “1” (indicating “yes”) or “0” (indicating “no”) designation in the
column entitled “Bought” contained within each Invoices File (and which is held
as a data file in the computer systems of the US Master Purchaser) the US
Receivable subject to such Offer to Contribute, as having been purchased by the
US Master Purchaser; and


 


(b)                                 noting in its books and records (held as a data file in the computer
systems of the US Master Purchaser) that the Interest of such US Originator in
the US Master Purchaser has been increased by an amount equal to the Initial
Purchase Price of the US Receivable identified in such Offer to Contribute.


 


2

















 


The increase of the Interest of a US
Originator pursuant to Clause 4.1 in respect of any US Receivable identified in
the manner referred to in paragraph (a) above shall constitute an
unconditional and irrevocable acceptance of such Offer to Contribute in respect
of such US Receivable and such an Offer to Contribute shall have been accepted
only if and when such increase is noted in the books and records of the US
Master Purchaser.  Offers to Contribute
shall not be capable of acceptance in relation to any US Receivable in any
other manner.


 


Restriction on Acceptance


 


3.2                                 The US Master Purchaser shall have no discretion to accept any Offer
to Contribute in respect of any US Receivable if and to the extent that:


 


(a)                                  it does not have sufficient cash proceeds in US dollars available to
pay the Initial Purchase Price for those US Receivables; or


 


(b)                                 if a lien has been filed by the US Internal Revenue Service or the
Pension Benefit Guaranty Corporation against any of the assets of any Initial
US Originator and such lien has not been released and the Rating Condition has
not been satisfied with respect to such release.


 


Consideration


 


Consideration


 


4.1                                 In consideration of the contribution by a US
Originator to the US Master Purchaser of each US Receivable contributed by it,
the US Master Purchaser shall increase the Interest of such US Originator in
the US Master Purchaser (subject to the provisions below) by an amount equal to
the Initial Purchase Price, which increase shall be made in accordance with
Clause 5.


 


Additional
Consideration


 


4.2                                 It is further agreed that in consideration of the US Master
Purchaser’s participation in the US Master Purchaser Funding Agreement and the
Security Agent’s execution of this Agreement for the benefit of the US Master
Purchaser Secured Parties, on the US Closing Date, the US Master Purchaser
does hereby transfer, assign, set over and otherwise convey to the Security
Agent for the benefit of the US Master Purchaser Secured Parties, without
recourse (except as specifically provided herein), all of its present and
future right, title and interest in, to and under this Agreement including
(a) all rights of the US Master Purchaser to receive monies due and to
become due under or pursuant to this Agreement, whether payable as fees,
expenses, costs or otherwise, (b) any indemnity, warranty or guaranty with
respect to this Agreement, (c) claims of the US Master Purchaser for
damages arising out of or for breach of or default under this Agreement,
(d) the right of the US Master Purchaser to amend, waive or terminate this
Agreement, to perform hereunder and to compel performance and otherwise
exercise all remedies hereunder and (e) all other rights, remedies,
powers, privileges and claims of the US Master Purchaser under or in connection
with this Agreement (whether arising pursuant to this Agreement or otherwise
available to the US Master Purchaser at law or in equity), including the rights
of the US Master Purchaser to enforce this Agreement and to give or withhold
any and all consents, requests, notices, directions, approvals, extensions or
waivers under or in connection therewith.


 


The assignment of the US Master Purchaser’s
right, title and interest under this Agreement shall be without recourse to, or
any representation or warranty of any kind (express or implied) by, the US
Master Purchaser except as otherwise specifically provided herein.  The foregoing assignment, transfer and
conveyance does not constitute and is not intended to result in the creation or
assumption by the Security Agent or any US Master Purchaser Secured Party of
any obligation of the US Master Purchaser or any other person in connection
with this Agreement or any agreement or instrument relating thereto, including
any obligation to any Obligor or in any Contract.


 


3

















 


Increases of a US Originator’s Interest in the US Master Purchaser


 


Initial
Purchase Price


 


5.1                                 The Interest of a US Originator in the US
Master Purchaser shall be increased by an amount equal to the Initial Purchase
Price in respect of a US Receivable contributed by it on the Contribution Date
in respect of such US Receivable; except that such US Originator shall not
be entitled to an increase in its Interest in the US Master Purchaser in
respect of any Taxes which such US Originator may be liable to account for in
respect of its contribution of US Receivables hereunder.


 


Deferred
Purchase Price


 


5.2                                 The Interest of a US Originator shall, subject
to Clause 5.4, be increased by the Deferred Purchase Price in respect of a US
Receivable contributed by it as deferred consideration as follows:


 


(a)                                  on each Business Day, the US Master Purchaser
shall increase the Interest of such US Originator in the US Master Purchaser
(by noting such increase in the books and records of the US Master Purchaser)
by an amount equal to the unpaid Deferred Purchase Price in respect of such US
Receivable to the extent such unpaid Deferred Purchase Price has been collected
as of the second Business Day preceding that Business Day; and


 


(b)                                 after there are no amounts outstanding under or
in connection with the US Master Purchaser Funding Agreement and the US
Securitisation Facility has been cancelled, and if any Deferred Purchase Price
has not been applied in accordance with Clause 7.3 of the US Master Purchaser
Security Agreement and remains outstanding, the US Master Purchaser shall
increase the Interest of such US Originator by an amount equal to any remaining
unpaid Deferred Purchase Price to the extent of the amounts then standing to
the credit of the US Master Purchaser Transaction Account.  Thereafter, the US Master Purchaser
shall have no further or other obligation to increase the Interest of any US
Originator in respect of such unpaid Deferred Purchase Price and the US
Originator shall have no other rights of recourse whatsoever against the US
Master Purchaser in respect of such amounts of Deferred Purchase Price.


 


Surplus
Discount


 


5.3                                 The US Master Purchaser shall pay the Surplus Discount in respect of a US Receivable to the US
Originator that contributed such Securitised US Receivable on the Business Day
following the date upon which such US Originator receives a distribution
pursuant to Section 5.3 of the LLC Agreement in respect of the Deferred
Purchase Price of such US Receivable and, the US Master Purchaser shall decrease, subject to Clause 5.4, the
Interest of such US Originator in the US Master Purchaser (by noting such
decrease in the books and records of the US Master Purchaser) in an amount
equal to such payment.


 


Deferral of
Payment of Deferred Purchase Price and Surplus Discount following a Buhrmann
Termination Event


 


5.4                                 With effect from the occurrence of a Buhrmann
Termination Event, an increase in the Interest of a US Originator in the US
Master Purchaser in respect of Deferred Purchase Price or payment of Surplus
Discount which would otherwise be made by the US Master Purchaser in accordance
with Clause 5.2(a) or 5.3 hereof or an amount which would otherwise be payable
in accordance with Clause 7.3 of the US Master Purchaser Security
Agreement shall be deferred to the date when there are no amounts outstanding
under the US Master Purchaser Funding Agreement and the US Dollar
Securitisation Facility has been cancelled.


 


4

















 


No Other
Consideration for US Receivables
Contributed to the US Master Purchaser


 


5.5                                 The US Master Purchaser shall not be obliged to
increase the Interest of any US Originator in the US Master Purchaser in
respect of the Purchase Price of a US Receivable or any Surplus Discount
except as provided for in Clause 4 or this Clause 5.


 


Pre-Completion Collections


 


5.6                                 Each US Originator and the US Master Purchaser agree that in the
event that any amounts are received from an Obligor in respect of a US
Receivable which becomes a Securitised Receivable between the date on which the
Invoices File in respect thereof was delivered to the US Master Purchaser
pursuant to Clause 2 and the Contribution Date (as defined herein) in respect
thereof, such amounts will be for the account of the US Master Purchaser.


 


Limited
Recourse


 


5.7                                 Notwithstanding any other provision of this
Agreement, if, in accordance with Clause 4 and this Clause 5, the US
Master Purchaser is not obligated to increase the Interest of a US Originator
in the US Master Purchaser by the full amount of the Deferred Purchase Price or
Surplus Discount in respect of any US Receivable contributed by such US
Originator to the US Master Purchaser, such US Originator shall not be entitled
to take any further steps against the US Master Purchaser and all claims and
all rights to claim against the US Master Purchaser in respect of each such
uncredited amount shall be extinguished.


 


Effect of
Distribution


 


5.8                                 The Interest of a US Originator shall be
decreased by any amount distributed to such US Originator pursuant to
Section 5.3 of the LLC Agreement.


 


Completion


 


Title


 


6.1                                 Transfer of title to any US Receivables in
respect of which the Offer to Contribute is accepted in accordance with Clause
3.1 shall take place on the date upon which any Offer to Contribute is accepted
(the Contribution Date).


 


True
Contribution


 


6.2                                 Each US Originator and
the US Master Purchaser hereby acknowledge and agree that it is their mutual
intent that (a) every transfer by way of capital contribution of
US Receivables to the US Master Purchaser hereunder shall be an absolute,
unconditional, “true” conveyance and sale and not a mere granting of a security
interest to secure a loan to or from the US Master Purchaser, (b) such US
Originator shall not retain any interest in the US Receivables after the contribution
thereof hereunder and (c) the US Receivables originated by a US
Originator shall not be subject to such US Originator’s insolvency or part
of its bankruptcy estate in the event any insolvency or delinquency proceeding
or a bankruptcy petition or other action shall be commenced or filed by or
against such US Originator under any insolvency or bankruptcy law.  In the event, however, that notwithstanding
such intent and agreement, such transfers are deemed by any relevant
governmental, judicial or other authority for any reason whatsoever, whether
for limited purposes or otherwise, to be a security interest granted to secure
indebtedness of the transferor, such US Originator does hereby grant to the
US Master Purchaser a security interest under Article 9 of the Uniform
Commercial Code in all of its right, title and interest in, to and under, in
each case, whether now owned or existing, or hereafter acquired or arising, and
wherever located, the US Receivables contributed by such US Originator, all
Ancillary Rights, Invoice Files and Counterparty Files relating thereto and all
proceeds of any and all of the foregoing (including proceeds that constitute
property) and, to the extent not otherwise included, all (x) payments under
insurance (whether or not the US Master Purchaser is the loss payee thereof),
or any indemnity,


 


5

















 


warranty or guaranty payable by reason of
loss or damage to or otherwise with respect to any of the foregoing and (y)
cash, and this Agreement shall constitute a security agreement under applicable
law, securing amounts owing by such US Originator to the US Master Purchaser
hereunder, subject to the other terms and conditions of this Agreement,
together with such other obligations or interests as may arise hereunder in
favor of the parties hereto.


 


Financing
Statements


 


6.3                                 On the US Closing Date, each US Originator agrees to record and
file, or cause to be recorded and filed, at its own expense, financing
statements (and continuation statements with respect to such financing
statements when applicable), and any other similar instruments, with respect to
the US Receivables now existing and hereafter acquired by the US Master
Purchaser from such US Originator meeting the requirements of applicable law in
such manner and in such jurisdictions as are necessary to perfect the transfer
by way of capital contribution of the US Receivables by the US Master Purchaser
from such US Originator, and to deliver evidence of such filings to the US
Master Purchaser on or prior to the US Closing Date.


 


Costs, Expenses and Taxation


 


Costs and
Expenses


 


7.1                                 Without prejudice to the provisions of the
other Transaction Documents, the US Originators shall on demand jointly
and severally pay by way of indemnity on a full after-Tax basis all costs, claims, fees, liabilities, losses,
damages and expenses (including reasonable legal and out-of-pocket
expenses) properly incurred or otherwise suffered by the US Master
Purchaser, the Security Agent or any Buhrmann US Note Purchaser in connection
with:


 


(a)                                  the negotiation, preparation, execution and
delivery of, the Transaction Documents and any related documents;


 


(b)                                 any variation, consent or approval, or any
steps taken with a view to any variation, consent or approval, in each case
relating to or in connection with any of the Transaction Documents or any
related document which was requested by or required by any US Originator;


 


(c)                                  the preservation or enforcement of, or any
action taken to preserve or enforce, any of their rights under any of the
Transaction Documents or any related documents; and


 


(d)                                 the exercise by the US Master Purchaser, the
Security Agent or such Buhrmann US Note Purchaser of its rights to monitor
compliance by any US Originator with its obligations under this Agreement;


 


and, for the avoidance of doubt, the US
Originators shall be liable jointly and severally to the US Master Purchaser,
the Security Agent or such Buhrmann US Note Purchaser, as appropriate, such
amount as shall represent sales tax, purchase tax or other similar taxes or
duties associated with such costs, fees and expenses (if any) howsoever charged
to, or suffered by, the US Master Purchaser, the Security Agent or such
Buhrmann US Note Purchaser.


 


Duties and
Taxes


 


7.2                                 Without prejudice to the provisions of the
other Transaction Documents, the US Originators shall jointly and
severally be liable to pay any stamp, documentary, transfer, excise,
registration, filing and other similar duties, levies, fees or Taxes to which
(i) any of the Transaction Documents or any related documents,
(ii) any transaction contemplated under the Transaction Documents and the
related documents including the contribution, sale, assignment, release, resale
or re-assignment of any US
Receivable or (iii) the enforcement of the rights of the US Master
Purchaser, the Security Agent or any Buhrmann US Note Purchaser may be subject
or give rise and the US Originators shall fully indemnify (on a joint and
several basis) the US Master Purchaser, the Security Agent or such Buhrmann US
Note 


 


6

















 


Purchaser from and against any losses or
liabilities which any of them may properly incur or otherwise suffer as a
result of any delay in paying or omission to pay such duties, levies, fees or
taxes.


 


Sales Tax


 


7.3(a)                   Any amounts stated in this Agreement to be payable, or payable in
connection with this Agreement, by a US Originator are exclusive of 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, such US Originator shall, in
addition, pay any amount 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 US Master Purchaser are inclusive of
sales tax, purchase tax or other similar taxes or duties and the US Master
Purchaser will not otherwise be obligated to pay additional amounts in respect
of any such taxes or duties.


 


Additional
Amounts


 


7.4(a)                   All payments made by a US Originator to the US
Master Purchaser, the Security Agent or, subject to the exclusions set forth in
Clause 7.1 of the US Master Purchaser Funding Agreement, any Buhrmann US Note Purchaser under or in connection with this Agreement
shall be made in full without any deduction or withholding in respect of Taxes
(or otherwise) unless the deduction or withholding is required by law in which
event such US Originator shall:


 


(i)                  ensure that the deduction or withholding does
not exceed the minimum amount legally required;


 


(ii)               forthwith pay to the US Master Purchaser, the
Security Agent or such Buhrmann US Note Purchaser such additional amount so
that the net amount received by the US Master Purchaser, the Security Agent or
such Buhrmann US Note Purchaser will equal the full amount which would have
been received by it had no such deduction or withholding been made.


 


(b)                                 All payments made by the US Master Purchaser to
a US Originator under or in connection with this Agreement shall be made in full
without any deduction or withholding in respect of Taxes (or otherwise) unless
the deduction or withholding is required by law in which event the US Master
Purchaser shall ensure that the deduction or withholding does not exceed the
minimum amount legally required.  For
the avoidance of doubt, the US Master Purchaser shall not be obliged to pay any
additional amount in respect of such deduction or withholding.


 


(c)                                  Each US Originator hereby undertakes to
indemnify the US Master Purchaser on a joint and several basis in respect of
any withholding or deduction on account of Tax on the payment of any amount due
in respect of any US Receivable such that the US Master Purchaser receives the
same amount that it would have received had there been no such withholding or
deduction.


 


Tax Credits


 


7.5                                 If a US Originator pays any additional amount
(an Additional Payment)
under Clause 7.4 and the US Master Purchaser, the Security Agent or any
Buhrmann US Note Purchaser effectively obtains a refund of Tax or credit against
Tax on its overall net income by reason of that Additional Payment (a Tax Credit) and the
US Master Purchaser, the Security Agent or such Buhrmann US Note Purchaser (as
applicable) is able to identify such Tax Credit as being attributable to such
Additional Payment, then the US Master Purchaser, the Security Agent or such
Buhrmann US Note Purchaser (as appropriate), shall reimburse such US Originator
such amount as the US Master Purchaser, the Security Agent or such Buhrmann US
Note Purchaser shall determine to be the proportion of such Tax Credit as will
leave it, after that reimbursement, in no better or worse position than it
would have been in if that Additional Payment had not been required. The US
Master Purchaser, the Security Agent or such


 


7

















 


Buhrmann US Note Purchaser shall have
absolute discretion as to whether to claim any Tax Credit and, if it does so
claim, the extent, order and manner in which it does so.  None of the US Master Purchaser, the Security
Agent and the Buhrmann US Note Purchaser shall be obliged to disclose any
information regarding its tax affairs or computations to any US Originator
other than notifying the US Originator of the amount of any such Tax Credit
effectively obtained.


 


After Tax
Amount


 


7.6                                 In the event that any taxing authority seeks to
impose Tax on any sum paid to the US Master Purchaser, the Security Agent or
any Buhrmann US Note Purchaser as a result of the indemnities or other
obligations contained herein then the payor shall pay such additional amounts
as will ensure that after payment of such Tax the US Master Purchaser, the
Security Agent or the Buhrmann US Note Purchaser, as the case may be, receives
the amount it would have received had no such Tax been imposed.


 


Interest


 


7.7                                 If a US Originator fails to pay any sum payable
by such US Originator to the US Master Purchaser, the Security Agent or
any Buhrmann US Note Purchaser under this Agreement when due, such US
Originator shall pay interest on such sum from the date when it became due and
payable to the date of payment at the rate of the aggregate of 3 per cent.
per annum and the overnight US dollar rate of Deutsche
Bank AG, New York Branch as from
time to time in force (both before and after any judgment obtained under this
Agreement).


 


Representations, Warranties and Undertakings


 


On the US Closing Date and the MTN Closing Date


 


8.1                                 In entering into this Agreement, each US
Originator (in respect of itself) and the Parent (in respect of each US
Originator) hereby represents and warrants to the US Master Purchaser and
the Security Agent on the US Closing Date and the MTN Closing Date in the
terms set out in Part 1 of Schedule 2 with reference to the facts and
circumstances then existing and the Parent (in respect of itself) hereby
represents and warrants to the US Master Purchaser and the Security Agent
on the US Closing Date and the MTN Closing Date in the terms set out in
Part 2 of Schedule 2 with reference to the facts and circumstances
then existing.


 


On each
Contribution Date


 


8.2                                 On each Contribution Date,


 


(a)                                  each US Originator (in respect of itself) and the Parent (in respect
of each US Originator) shall be deemed to represent and warrant to the US
Master Purchaser and the Security Agent, in the terms set out in Part 1 of
Schedule 2 with reference to the facts and circumstances then existing;


 


(b)                                 the Parent (in respect of itself) shall be deemed to represent and warrant to the US Master
Purchaser and the Security Agent in the terms set out in Part 2 of Schedule 2
with reference to the facts and circumstances then existing; and


 


(c)                                  each US Originator (in respect of each US Receivable contributed by
it) and the Parent (in respect of each US Receivable and the US Originator
which contributed such US Receivable) shall be deemed to represent and warrant
to the US Master Purchaser and the Security Agent, in the terms set out in
Part 3 of Schedule 2 with reference to the facts and circumstances
then existing.


 


8

















 


Covenants


 


8.3                                 Each US Originator (in respect of itself) and
the Parent (in respect of itself and each US Originator) covenants with the US
Master Purchaser as follows:


 


(a)                                  Tax Payments.  Each
US Originator will pay all material Tax and file all material returns in
respect of Tax in relation to any transaction that gives rise to or relates to
the contribution of a US Receivable contributed by it to the US Master
Purchaser under this Agreement;


 


(b)                                 Fiduciary Agent.  To the
extent that the contribution of a US Receivable by such US Originator to the US
Master Purchaser does not entitle the US Master Purchaser to the entire
interest therein, the US Originator shall hold such remaining interest as
fiduciary agent for the US Master Purchaser and shall not thereafter deal in
any way with such remaining interest in such US Receivable save as expressly
permitted under this Agreement;


 


(c)                                  Perform
Contracts.  Each US Originator shall perform and comply
with all material provisions, covenants and other obligations required to be
observed by it under each Contract relating to US Receivables contributed by it
in full and on a timely basis and the exercise by the US Master Purchaser of
its rights under this Agreement shall not relieve such US Originator of such
obligations;


 


(d)                                 Protection Of Interest.  Each
US Originator (jointly and severally with the other US Originators) shall take
such action as may be necessary or advisable or desirable to protect the
interest of the US Master Purchaser in the US Receivables contributed by such
US Originator to the US Master Purchaser or, in the alternative, to maintain
perfection and priority of the US Master Purchaser’s security interest in such
US Receivables.


 


(e)                                  Indemnity
Against Claims.  To the extent the US Master Purchaser is not
indemnified under Clause 11.2, the US Master Purchaser shall not have any
obligation or liability with respect to any US Receivables contributed by such
US Originator or with respect to any of the Contracts under which they
arise nor will the US Master Purchaser be required to perform any of the
obligations of such US Originator under such Contracts.  Such US Originator will indemnify and hold
harmless, on an after Tax basis, the US Master Purchaser and the Security Agent
against any cost, claim, loss, expense, liability or damages (including legal
costs and out-of-pocket expenses) properly incurred or
otherwise suffered by any of them in connection with any claim or counterclaim
or action of whatsoever nature made by a customer or any third party arising
out of or in connection with a Contract under which a US Receivable contributed
by such US Originator hereunder arises or any goods or services which are the
subject of such a Contract or US Receivable (including any claim or
counterclaim of a customer or third party in respect of product liability,
property damage, personal injury, consequential loss or other similar claim),
except to the extent such cost, claim, loss, expense, liability or damages
result from the gross negligence or willful misconduct of the US Master
Purchaser or the Security Agent, as the case may be, and such US Originator
undertakes to pay on demand to the US Master Purchaser or the Security
Agent, as the case may be, without any set-off,
deduction or withholding whatsoever the amount of any such cost, claim, loss,
expense, liability or damages so suffered or incurred;


 


(f)                                    Indemnity Against Breach.  Such US Originator will
indemnify and hold harmless each of the US Master Purchaser and the Security
Agent on an after Tax basis in an amount equal to any cost, claim, loss,
expense, liability or damages (including legal costs and out-of-pocket
expenses) properly incurred or otherwise suffered by it in connection with any
breach by such US Originator of this Agreement or any of the other Transaction
Documents and such US Originator shall on demand pay to the US Master
Purchaser or to the Security Agent, as the case may be, without any set-off, deduction or withholding
whatsoever the amount of any such cost, claim, loss, expense, liability or
damages so suffered or incurred (it being understood that the foregoing shall
not obligate such US Originator to make any payment in respect of the
Buhrmann US Notes issued by the US Master Purchaser);


 


9

















 


(g)                                 US Master
Purchaser Indemnities.  Each US Originator (jointly and severally
with the other US Originators) shall on each Calculation Date pay to the
US Master Purchaser on a joint and several and after Tax basis an amount
equal to the aggregate amount of US Master Purchaser Indemnities then due and
payable by the US Master Purchaser on such Calculation Date.  Such US Originator will procure that the US
Master Purchaser shall notify such US Originator in writing of the US Master
Purchaser Indemnities due and payable by such US Originator on such Calculation
Date, and shall provide such US Originator with a statement setting forth
details of the incurrence of such US Master Purchaser Indemnities which
shall be conclusive in the absence of manifest error.


 


(h)                                 Contribution.  Each
contribution of US Receivables by such US Originator hereunder has been and
shall be recorded as a transfer to the US Master Purchaser of the relevant US
Receivables in the computer system of such US
Originator, subject to and in accordance with the provisions of Clause 3.1;


 


(i)                                     Underwriting Policy.  Such US Originator shall comply
in all material respects with its usual business, underwriting, credit,
collection and administration policies (its Policies) in entering into transactions
which give rise to US Receivables contributed by it hereunder and will not make
any change to its Policies applicable to any Securitised US Receivable without
the consent of the US Master Purchaser, the Security Agent and each Buhrmann US
Note Purchaser unless (i) the Rating Condition is satisfied with respect to
such change or (ii) if such change could reasonably be expected to have a
Material Adverse Effect;


 


(j)                                     Location of Records.  Such US Originator shall keep
all its books, records and documents evidencing or relating to the US
Receivables contributed by it hereunder at its office specified at the
beginning of this Agreement and/or such other address as it may from time to
time notify to the US Master Purchaser, the Security Agent and each Buhrmann US
Note Purchaser and shall, (i) prior to the occurrence of a Stop Funding
Event or a Buhrmann Termination Event, on receipt of not less than one day’s
notice, at any reasonable time during normal business hours and (ii) for
so long as a Stop Funding Event has occurred and is continuing, or after the
occurrence of a Buhrmann Termination Event, forthwith permit the US Master
Purchaser and/or US Originator and/or any Buhrmann US Note Purchaser and/or the
Security Agent or any of its agents or representatives to examine and make
copies of and abstracts from the records, books of account and documents
(including computer tapes and disks) of such US Originator relating to the
US Receivables contributed by it hereunder, and to visit the properties of such
US Originator for the purpose of examining such records, books of account and
documents, and to discuss the affairs, finances and accounts of such
US Originator relating to the US Receivables contributed by it hereunder
or such US Originator’s performance hereunder with any of its officers or
directors and with its auditors;


 


(k)                                  Data Files.  Without
prejudice to the obligations of such US Originator pursuant to Clause 8.4, such
US Originator shall:


 


                                                                           (i)          at the close of business on each Business Day, send the Invoices File in
respect of that Business Day; and


 


                                                                        (ii)          on the last Business Day of each month, send the Counterparty File
updated as at that Business Day


 


                                                in each case to the Master Servicer and, if
requested, the Security Agent.


 


Such US Originator shall procure that each
Buhrmann US Note Purchaser and the Security Agent or any agent or
representative of any of them shall have access (i) prior to the
occurrence of a Stop Funding Event or a Buhrmann Termination Event, during
normal business hours and (ii) for so long as a Stop Funding Event has
occurred and is continuing, or after the occurrence of a Buhrmann Termination
Event, forthwith to the most recent Invoices File and Counterparty File stored
at Europcenter N.V. at Bodemstraat 11, Bus 1, B-3830


 


10

















 


Wellen and may make copies of and abstracts
from such files.  In addition, such US
Originator agrees that it will within one Business Day of the request by any
Buhrmann US Note Purchaser or the Security Agent, furnish the party
requesting such information with a copy of the most recent Invoices File and
Counterparty File; and


 


(l)                                     Solvency Certificates.  Such US Originator shall,
within 30 days after the end of each financial quarter of each financial year, deliver
to the US Master Purchaser and the
Security Agent a US Originator Solvency Certificate in
the form set out in Schedule 3 and dated the last day of such financial
quarter.


 


(m)                               Nature of Business.  Each US Originator shall
not materially alter the nature of its business.


 


Reporting
Requirements of each US Originator


 


8.4(a)                   Until
such time as all the liabilities of each of the US Originators and the
US Master Purchaser under the Transaction Documents have been discharged:


 


(i)                  each US Originator shall deliver to the
Security Agent and the US Master Purchaser and the Parent hereby agrees to
procure the production by each US Originator of the same:


 


(A)           not later than 120 days after the end of each financial year and not
later than 30 days after the end of each of the first three financial quarters
of each financial year, a certificate of a senior financial officer of such US
Originator in the form set out in Schedule 4 stating that, to the best of
such officer’s knowledge, such US Originator during such period has observed or
performed all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement to be observed, performed or satisfied
by it, and that such officer has no knowledge of any Buhrmann Termination Event
or Potential Buhrmann Termination Event except as specified in such
certificate; and


 


(B)             promptly and from time to time such
information, documents, records or reports concerning the US Receivables
contributed by it and/or the Obligors in respect thereof and such additional
financial information as the US Master Purchaser or the Security Agent may
reasonably request; and


 


(ii)               the Parent shall deliver to the Security Agent
and the US Master Purchaser, as soon as they
become available (and in any event within 120 days of each of their
respective financial periods) copies of the audited consolidated financial
statements of the Parent for that period each of which shall contain income
statements and balance sheets and cash flow statements and be audited and certified, without
qualification, by a firm of independent accountants of recognised international
standing.


 


(b)                                 Each US Originator and the Parent (in respect
of such an event affecting itself or any US Originator) shall notify the
US Master Purchaser and the Security Agent as soon as possible and, in any
event, immediately upon being notified of or becoming aware of the occurrence
of any Buhrmann Termination Event or Potential Buhrmann Termination Event.


 


(c)                                  Each US Originator and the Parent (in respect
of itself and each US Originator) shall procure that all information and
reports furnished by it or on its behalf under the Transaction Documents
(including but not limited to each Invoices File and Counterparty File) is
accurate in all material respects.


 


Survival


 


8.5                                 The representations, warranties, and
undertakings made pursuant to Clause 8.2 shall form part of the terms of
the contribution of each and every US Receivable contributed hereunder and


 


11

















 


accordingly such warranties, representations,
covenants and undertakings shall remain in full force and effect
notwithstanding the completion of such contribution.


 


Reliance


 


8.6                                 Each of the Parent and the US Originator
acknowledges that:


 


(a)                                  the representations and warranties set out in
Schedule 2 and the covenants contained in Clause 8.3 are made with a
view to inducing the US Master Purchaser and the Buhrmann US Note Purchasers to
enter into the Transaction Documents and the transactions contemplated hereby and
thereby and have caused and will cause the US Master Purchaser and the Buhrmann
US Note Purchasers to take other actions in relation to such Transaction
Documents and transactions and that such persons 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)                                 none of the US Master Purchaser, the Security
Agent and the Buhrmann US Note Purchasers have made or is required to make
inquiries of or in respect of (i) any person which owes any payment or
other obligation to any US Originator in respect of a US Receivable;
(ii) the sums receivable under or stated to be receivable in respect of
any US Receivable; (iii) the terms of any contract, guarantee, indemnity,
letter of credit, bill of exchange or any other agreement or arrangement
relating to a US Receivable; (iv) any compensation, guarantee or insurance
scheme or policy which may be relevant to a US Receivable; or (v) the
creditworthiness or suitability of any Obligor, or any other party to any
arrangement or agreement relating to a US Receivable; and


 


(c)                                  although the US Master Purchaser and the
Security Agent and certain other entities have seen copies of and may have
conducted checks or analyses of the contracts from which the US Receivables
derive and may have made and/or may in the future make enquiries of the type
mentioned in Clause 8.6(b), that fact shall not in any way limit or affect
a US Originator’s obligations under the representations and warranties
contained in Schedule 2.


 


Consequences of a Buhrmann Termination Event


 


9.                                       At any time after the occurrence of a Buhrmann
Termination Event and subject to the provisions of Clause 10.2, each US
Originator agrees that the US Master Purchaser (or the Master Servicer on its
behalf) may, and upon being requested to do so by the Security Agent shall
(and, for the avoidance of doubt, the Security Agent shall under no
circumstances be under the obligation to so request), and the Security Agent
may itself:


 


(a)                                  give notice in its own name (and/or require
such US Originator to give notice) to all or any of the relevant Obligors of
the contribution of all or any of the US Receivables contributed by it
hereunder; and/or


 


(b)                                 direct (and/or require such US Originator to
direct) all or any of the relevant Obligors to pay amounts outstanding in
respect of US Receivables contributed by it directly to the US Master Purchaser
or the Security Agent or into such accounts or to such other persons as are
specified by the US Master Purchaser (or by the Security Agent on its behalf);
and/or


 


(c)                                  terminate this Agreement immediately by giving
notice in writing to the US Originator; and/or


 


(d)                                 take such other action as it considers to be
necessary, appropriate or desirable in order to recover any amount outstanding
in respect of US Receivables or to improve, protect, preserve or enforce their
rights against the relevant Obligors in respect of such US Receivables.


 


12

















 


Termination


 


10.1                           This Agreement shall terminate pursuant to a
notice given pursuant to Clause 9(c) with effect from the date of such
notice or automatically with immediate effect:


 


(a)                                  if the US Master Purchaser Funding Agreement is
terminated or cancelled in full; or


 


(b)                                 on the occurrence of a Buhrmann Termination
Event.


 


10.2                           The termination of this Agreement shall not
affect any rights or obligations of the parties in relation to any US
Receivables contributed prior to such termination and the provisions of this
Agreement shall continue to bind the parties to the extent and for so far and
so long as may be necessary to give effect to such rights and obligations.  The covenants, obligations and undertakings
of each US Originator and the rights and remedies of the US Master Purchaser
and the Security Agent in respect of any representation, warranty or statement
made by a US Originator under or in connection with this Agreement and the
indemnification and other payment obligations of the US Originators shall
continue and remain in full force and effect notwithstanding the termination of
this Agreement.


 


Remedies for Breach of Warranty


 


11.1(a)             If any
representation or warranty set out in Part 3 of Schedule 2 proves to have
been incorrect when made and remains incorrect, or if the relevant US
Receivable has never existed, the US Originator that contributed such US
Receivable shall, as soon as practicable, take the action specified in Clause
11.1(b) in respect of the US Receivable to which such breach of
representation or warranty relates (or which did not exist) (a Non-Conforming
US Receivable).


 


(b)                                 Such US Originator shall (i) purchase from the
US Master Purchaser the relevant Non-Conforming
US Receivable for a price equal to the sum of (A) the Purchase Price of
the US Receivable; (B) interest on the Initial Purchase Price of the
US Receivable from the Contribution Date of the US Receivable to the date
when the Repurchase Amount in respect of the US Receivable is paid to the US Master
Purchaser at a rate per annum equal to the highest Estimated Funding Costs of
any Buhrmann US Noteholder as at the most recent Calculation Date; and
(C) any reasonable administrative or other costs (including Taxes)
incurred by the US Master Purchaser in connection with such Non-Conforming US Receivable
(collectively, the Repurchase
Price), and such US Originator shall pay such price to the
US Master Purchaser Transaction Account or (ii) provided that a Buhrmann
Termination Event has not occurred, substitute on the Relevant Date an Eligible
US Receivable having a Face Amount at least equal to the Non-Conforming US Receivable it replaces.


 


(c)                                  Following purchase of a Non-Conforming
US Receivable by the relevant US Originator and (i) the credit of the
Repurchase Price into the US Master Purchaser Transaction Account in cleared
funds or (ii) the substitution of an Eligible US Receivable as specified in
Clause 11.1(b)(ii), the Security Agent is authorized to release (at the
relevant US Originator’s expense) the relevant Non-Conforming US Receivable from the Security.


 


(d)                                 If at any time:


 


(i)                  there arises any set-off, counterclaim, defense or deduction in respect of a US
Receivable contributed by a US Originator; or


 


(ii)               any Dilutions occur in relation to a
transaction under which a US Receivable arises or any other transaction
between the Obligor in respect of such US Receivable and a US Originator;


 


then such US Originator shall on the next
Business Day (i) pay to the US Master Purchaser Transaction Account an amount equal
to the amount of such set-off,
counterclaim, defense,


 


13

















 


deduction or Dilution, or (ii) transfer to
the US Master Purchaser Eligible US Receivables with a Face Amount equal to or
greater than the amount of such set-off,
counterclaim, defence, deduction or Dilution.


 


(e)                                  The US Master Purchaser and each US Originator
agrees and acknowledges that, in respect of any breach of representation or
warranty under Clause 8.2 and Part 3 of Schedule 2, the sole remedy available
to the US Master Purchaser shall be to require such US Originator to take the
action specified in Clause 11.1(b) and, if such US Originator complies
with Clause 11.1(b), neither the Security Agent nor the US Master Purchaser
shall be entitled to claim damages or to exercise any other remedy (whether in
contract, tort or otherwise) in respect of any such breach.


 


(f)                                    For the avoidance of doubt, each US Originator
agrees with and acknowledges to the US Master Purchaser that nothing in
Clause 11.1(e) shall in any way limit or affect the US Master Purchaser’s
ability or entitlement to claim damages or to exercise any other remedy
(whether in contract, tort or otherwise) in respect of any breach of
representation or warranty contained in Part 1 of Schedule 2.


 


Remedy for
Certain Breaches of Maximum Obligor Limits


 


11.2                           If, at any time, as a result of the
contribution of any US Receivable there is a breach of the representations in
paragraph (a) of Part 3 of Schedule 2 by reference to the Eligibility
Criteria set out in paragraphs (g) and (i) of Schedule 1 in
circumstances where the credit rating of any Obligor has been downgraded prior
to the relevant Contribution Date when such US Receivable was contributed and
the US Originator that contributed such US Receivable certifies that it was
not, on the relevant Contribution Date, aware of such downgrading, then on each
succeeding Contribution Date thereafter, such US Originator and the US
Master Purchaser shall select US Receivables to be contributed by the US Master
Purchaser so as to result in the breach being rectified, to the extent that
such US Receivables are available to be contributed, and such US Originator
shall only be obliged to comply with the requirements set out in
Clause 11.1 in respect of such US Receivables if the breach has not
been rectified in this way by the Calculation Date following the date on which
such US Originator became aware of such downgrading.


 


Remedy for
Other Breaches of Representations and Warranties


 


11.3                           If any representation or warranty set out in Part 1 or 2 of
Schedule 2 with respect to a US Originator or the Parent proves to have
been incorrect when made and remains incorrect the US Master Purchaser shall be
entitled generally to all remedies available to it under New York law
(including, without limitation, an action for damages) for breach of warranty
against such US Originator or the Parent.


 


Protection of US Master Purchaser, Further Assurance


 


Subordination
of each US Originator’s Rights


 


12.1                           Notwithstanding any other provision of this
Agreement, or the winding-up of
any US Originator or the US Master Purchaser, until one year and one day has
elapsed following the payment of all sums outstanding and owing under the
latest maturing Buhrmann Note, the payment and discharge in full of all US
Master Purchaser Secured Obligations and the cancellation of the Securitisation
Facility, no US Originator shall institute any proceedings against the US
Master Purchaser 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 US Master Purchaser under this Agreement or
any of the Transaction Documents or otherwise.


 


14

















 


Further
Assurance


 


12.2                           Each US Originator agrees that from time to
time it will, at its own cost, promptly execute and deliver all instruments and
documents, and take all further action as the US Master Purchaser may
reasonably request in order to perfect, protect or more fully evidence the US
Master Purchaser’s ownership interest in the US Receivables contributed by it
and any proceeds thereof without, however, giving notice to the Obligors
(except in the circumstances contemplated in Clause 8.1).


 


Enforcement


 


12.3                           Each US Originator hereby irrevocably consents
to the US Master Purchaser (or the Master Servicer on its behalf) and the
Security Agent at any time after the occurrence of a Buhrmann Termination
Event, for its own benefit commencing proceedings in the name of such US
Originator in respect of any of the US Receivables contributed by it.


 


Fiduciary
Agent


 


12.4                           Each US Originator shall hold as fiduciary
agent for the sole benefit of the US Master Purchaser any Contracts and
other documentary items and evidence relating to any outstanding US Receivables
contributed by such US Originator at the office specified in Clause 7.2 of the
Framework Deed.


 


Payment to a
US Originator’s Account


 


12.5                           Whenever any amount is due, owing or payable to
a US Originator under or in connection with this Agreement, payment of such sum
in cleared funds into the account specified by such US Originator to the US
Master Purchaser for such purpose shall constitute a complete discharge of the
obligation to pay such amounts.


 


Appropriation
of Payments


 


12.6                           If an Obligor makes a general payment to a US
Originator on account both of a US Receivable which has been contributed to the
US Master Purchaser by such US Originator or which the US Master Purchaser
has agreed to accept as a capital contribution and of any other moneys due for
any reason whatsoever to such US Originator and makes no apportionment
between them, then such payment shall be treated as though the Obligor had
appropriated it first to such US Receivable and the proceeds of or comprised in
such payment up to the full amount due or to become due in respect of such US
Receivable shall accordingly be the property of the US Master Purchaser and
such US Originator shall immediately and without deduction transfer that
amount, in accordance with the US Collection Account Agreement, to the US
Master Purchaser (and shall in the meantime hold such moneys as fiduciary agent
for the US Master Purchaser).


 


Choice of Law


 


12.7                           This Agreement shall be construed in accordance
with, and all matters arising out of or relating in any way to this Agreement
shall be governed by, the law of the State of New York.


 


Submission to
Jurisdiction


 


12.8                           Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to
the non-exclusive jurisdiction of
the Supreme Court of the State of New York sitting in the Borough of Manhattan
and of the United States District Court for the Southern District of New York,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement.  Each party hereto hereby irrevocably waives,
to the fullest extent that it may legally do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding.  Each party hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


15

















 


Amendments


 


12.9                           No amendment, modification or waiver in respect of this Agreement
will be effective unless in writing (including a writing evidenced by a
facsimile transmission) and executed by each of the parties or confirmed by an
exchange of electronic messages on an electronic messaging system; provided
that in no event shall the
representations and warranties contained in paragraphs (h) and (i) of Part 1 of
Schedule 2, and paragraph (b) of Part 3 of Schedule 2 of this Agreement be
amended or waived.


 


Security Agent as a Party


 


12.11                     The Security Agent is a party to this Agreement for the purposes
only of taking the benefit of the rights
but not the obligations of the US Master Purchaser in respect of this
Agreement, for receiving notices in accordance with Clause 7 of the
Framework Deed and for regulating the agreement of amendments to this
Agreement.  The Security Agent assumes
no obligations under this Agreement.


 


16

















 


In Witness Whereof the parties hereto have caused this Agreement
to be duly executed and delivered as the date set forth above.


 


	
  CORPORATE EXPRESS
  OFFICE PRODUCTS, INC.

  
	
   

  
	
   

  
	
  By

  	
  KEES BANGMA

  
	
   

  	
  Name: KEES
  BANGMA

  
	
   

  	
  Title:

  
	
   

  
	
  CORPORATE EXPRESS
  OF TEXAS, INC.

  
	
   

  
	
   

  
	
  By

  	
  KEES BANGMA

  
	
   

  	
  Name: KEES
  BANGMA

  
	
   

  	
  Title:

  
	
   

  
	
  BUHRMANN SILVER US
  LLC

  
	
   

  
	
   

  	
  by CORPORATE
  EXPRESS OFFICE PRODUCTS, INC.

  
	
   

  	
  its managing member

  
	
   

  
	
   

  
	
  By

  	
  KEES BANGMA

  
	
   

  	
  Name: KEES
  BANGMA

  
	
   

  	
  Title:

  
	
   

  
	
  BUHRMANN N.V.

  
	
   

  
	
   

  
	
  By

  	
  KEES BANGMA

  
	
   

  	
  Name: KEES
  BANGMA

  
	
   

  	
  Title:

  
	
   

  
	
  DEUTSCHE TRUSTEE
  COMPANY LIMITED

  
	
   

  
	
   

  
	
  By

  	
  RAFE  MORTON and SUZIE SMITH

  
	
   

  	
  Name: RAFE
  MORTON and SUZIE SMITH

  
	
   

  	
  Title:

  
			



 


17

















 


SCHEDULE 1


 


US Eligibility
Criteria


 


In order for a US Receivable contributed by a
US Originator to be eligible for contribution, such US Receivable or the
Contract from which it is derived, as the case may be, must satisfy the
following criteria (the Eligibility
Criteria):


 


(a)                                  Ordinary Course
of Business:  it has been originated by such US Originator in the
ordinary course of business from the sale of goods or performance of services
of such US Originator, represents the purchase price of specified goods or
services delivered or performed and is non-interest
bearing;


 


(b)                                 Completed Performance:  it
has been originated by such US Originator pursuant to a Contract under which
such US Originator has fully performed its obligations to the related Obligor.


 


(c)                                  Obligor Limit:  it is payable by an Obligor incorporated in or
acting through a branch located in the United States or Canada;


 


(d)                                 Currency:  it is denominated and payable in US dollars in the
United States;


 


(e)                                  Maximum Term:  it is
payable within a maximum period of 125 days from the date the related goods are
shipped or the related services are performed;


 


(f)                                    Assignability:  it can be freely and validly transferred by way of
assignment to the US Master Purchaser under the terms of the relevant Contract
without any requirement to give notice to or obtain consent from the Obligor
and without otherwise breaching the Contract under which the US Receivable
arises;


 


(g)                                 No Defaults, Etc.:  the US Originator contributing such US Receivable is not in default under the terms of the
Contract from which such US Receivable arises;


 


(h)                                 Obligor:  the Obligor in respect of such US Receivable is
domiciled in the United States or Canada and is not bankrupt or insolvent or in
liquidation, administration, receivership or subject to any analogous
proceeding, provided that no more than 5 per cent. of the Face Amount of all Securitised
US Receivables comprises Receivables in respect of which the Obligor is
domiciled in Canada;


 


(i)                                     Set-Off:  the Maximum Right of Set-Off Limit is not exceeded as a result
of the contribution of such US Receivable;


 


(j)                                     Governing Law:  the Contract under which any obligation to make payment in respect of
such US Receivable is governed by the law of a State of the United States;


 


(k)                                  Non-Affiliated Obligor: the Obligor in respect of such US Receivable is not another member of
the Buhrmann Group;


 


(l)                                     Defaults and Delinquencies:  it is
not a Defaulted Receivable or a Delinquent Receivable;


 


(m)                               Bill and Hold:  it
does not arise under a Contract in respect of which an invoice has been
generated but the goods have not been delivered or the services have not been
performed; and


 


(n)                                 Sub-contracted Services:  it is not related to a service
which is sub-contracted to a
third party.


 


18

















 


SCHEDULE 2


 


Part 1


 


Representations and Warranties
relating to each US Originator


 


(a)                                  Status:  it is a corporation duly organized and validly existing
under the law of its jurisdiction of incorporation;


 


(b)                                 Powers and Authorizations:  the
documents which contain or establish its constitution include provisions which
give power, and all necessary 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 Transaction Documents to which it is a party;


 


(c)                                  Legal
Validity/Pari Passu Ranking:  its
obligations under the Transaction Documents to which it is a party 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,
reorganization, moratorium, fraudulent conveyance or transfer 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) and 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 applicable provision law;


 


(d)                                 Non-Violation:  the
execution, signing and delivery of the Transaction 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 members 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 organization 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;


 


which might
materially and adversely affect its ability to observe or perform its
obligations under the Transaction Documents to which it is a party;


 


(e)                                  Consents:  no
authorization, approval, consent, license, exemption, registration, recording,
filing or notarization 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, the validity, legality,
enforceability or priority of its liabilities and obligations or of the rights
of the US Master Purchaser or the Security Agent against it under the
Transaction Documents or (ii) the effective sale, substitution or transfer
by way of capital contribution of US Receivables to the US Master
Purchaser pursuant to this Agreement;


 


19

















 


(f)                                    No Default:  no event
has occurred which constitutes, or which with the giving of notice and/or the
lapse of time and/or a relevant determination would constitute, a contravention
of, or default under, any such law, statute, decree, rule, regulation, order,
judgment, injunction, decree, resolution, determination or award or any
agreement, document or instrument by which it or any of its assets is bound or
affected, being a contravention or default which could reasonably be expected to
have a Material Adverse Effect;


 


(g)                                 Tax Liabilities:  all material and necessary returns have been delivered
by it or on its behalf to the relevant taxation authorities, it is not in
material default in the payment of any Taxes, and no claim is being asserted
with respect to Taxes which is not disclosed or reserved for in the most recent
financial statements delivered in accordance with Clause 8.4(a)(ii) which,
if adversely determined, would have a Material Adverse Effect;


 


(h)                                 Perfection:  it has caused or will have caused, within ten
days of each Contribution Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the contribution of the US Receivables contributed
to the US Master Purchaser on such Contribution Date;


 


(i)                                     Priority:  other than the contribution to the US Master
Purchaser pursuant to this Agreement, it has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the US
Receivables. It has not authorized the filing of and is not aware of any
financing statements against it that include a description of collateral
covering such US Receivables other than any financing statement relating to the
contribution to the US Master Purchaser hereunder or that has been terminated.
It is not aware of any judgment or tax lien filings against it;


 


(j)                                     No Security:  there is no Encumbrance over or in relation to any
US Collection Account (or the proceeds of or any interest in such account)
and it is not a party to nor are any of such assets bound by any order,
agreement or instrument under which it is or in certain events may be required
to create, assume or permit to arise any Encumbrance over or in relation to
such assets;


 


(k)                                  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 contribution by it
of US Receivables under this Agreement or any other obligation or
transaction contemplated in the Transaction Documents;


 


(l)                                     No
Buhrmann Termination
Event:  no Buhrmann
Termination Event or Potential Buhrmann Termination Event has occurred;


 


(m)                               Insolvency
Procedures:  no corporate action has been
taken or is pending, no other steps (whether out of court or otherwise) have
been taken and no legal proceedings have been commenced or are threatened or are
pending for (i) its winding-up,
liquidation, dissolution, administration or reorganization, (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 and no event
equivalent to any of the foregoing has occurred in or under the laws of any
relevant jurisdiction;


 


(n)                                 Information:  none of the information and reports furnished by it in
connection with the negotiation and entry into of the transactions envisaged by
the Transaction Documents is (or, in the case of oral information, was when
given) inaccurate in any material respect, or contains any material
misstatement of fact or omits to state a material fact or any fact necessary to
make the statements contained therein not materially misleading and it is not
aware of any fact, information or circumstance the omission of which from such
information or reports would reasonably affect


 


20

















 


the decision of any potential participant
whether to participate in the arrangements contemplated in the Transaction
Documents, its assessment of the rights being acquired in relation to any US
Receivables contributed by it, the risks associated with the portfolio of US
Receivables contributed by it or the risks associated with the transactions and
arrangements contemplated in the Transaction Documents;


 


(o)                                 No
Litigation:  no litigation to which it is
a party or which any third party has brought against it in any court, arbitral
tribunal or public or administrative body or otherwise and which, if adversely
determined could reasonably be expected to have a Material Adverse Effect;


 


(p)                                 Ownership:  it is an indirect
wholly-owned subsidiary of
Parent;


 


(q)                                 Licenses:  it has all material licenses that are necessary for
carrying on its business;


 


(r)                                    Investment
Company Act:  it is not an “investment company” within the
meaning of the United States Investment Company Act of 1940, as amended, or is
exempt from all of the provisions of such Act;


 


(s)                                  Place
of Business:  the chief executive office of such US
Originator is identified at the beginning of the US Contribution Agreement,
which office is the place where such US Originator is located for the purposes
of Section 9-307 of the
Uniform Commercial Code (as in effect in the jurisdiction that governs the
perfection of the ownership interest in the US Receivables contributed by such
US Originator) and there have been no other such locations during the four
months preceding the date of the this Agreement;


 


(t)                                    ERISA:  no Encumbrance exists on any US Receivable contributed by it under ERISA
or the Code and the rules and regulations promulgated thereunder; no ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is
reasonably expected to occur, could reasonably be expected to have a Material
Adverse Effect;


 


(u)                                 No
Fraudulent Transfer:  such US Originator (i) is consummating the transactions
contemplated by the Transaction Documents in good faith and for a valid legal
and business reason, (ii) is not entering into any Transaction Document
with the actual intent to hinder, delay or defraud its present or future
creditors, (iii) is receiving reasonably equivalent and fair value for the
US Receivables being contributed by it under the US Contribution Agreement; and


 


(v)                                 Status: 
it is a “United States person” as defined in Code Section 7701(a)(30).


 


21

















 


Part 2


 


Representations and Warranties
relating to the Parent


 


(a)                                  Status:  it is duly organized and validly existing under the law
of its jurisdiction of incorporation;


 


(b)                                 Powers and Authorizations:  the
documents which contain or establish its constitution include provisions which
give power, and all necessary 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 Transaction Documents to which it is a party;


 


(c)                                  Legal
Validity/Pari Passu Ranking:  its
obligations under the Transaction Documents to which it is a party 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,
reorganization, moratorium, fraudulent conveyance or transfer 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) and 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 applicable provision law;


 


(d)                                 Non-Violation:  the
execution, signing and delivery of the Transaction 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 members 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 organization 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;


 


which might
materially and adversely affect its ability to observe or perform its
obligations under the Transaction Documents to which it is a party;


 


(e)                                  Consents:  no
authorization, approval, consent, license, exemption, registration, recording,
filing or notarization 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 the creation, the validity, legality, enforceability or priority
of its liabilities and obligations or of the rights of the US Master Purchaser
or the Security Agent against it under the Transaction Documents;


 


(f)                                    No Default:  no event
has occurred which constitutes, or which with the giving of notice and/or the
lapse of time and/or a relevant determination would constitute, a contravention
of, or default under, any such law, statute, decree, rule, regulation, order,
judgment, injunction, decree, resolution, determination or award or any
agreement, document or instrument by which it or any of


 


22

















 


its assets is bound or affected, being a
contravention or default which could reasonably be expected to have a Material
Adverse Effect;


 


(g)                                 Tax Liabilities:  all material and necessary returns have been delivered
by it or on its behalf to the relevant taxation authorities and it is not in
material default in the payment of any Taxes, and no claim is being asserted
with respect to Taxes which is not disclosed or reserved for in the most recent
financial statements delivered in accordance with Clause 8.4(a)(ii) which,
if adversely determined, would have a Material Adverse Effect;


 


(h)                                 Accounts:  its audited consolidated
financial statements (including the income statement and balance sheet) have
been prepared on a basis consistently applied in accordance with the relevant
accounting standards and give a true and fair view of its results for the
relevant period and the state of its affairs at that date;


 


(i)                                     No
Material Adverse Change:  since its most
recent financial statements, there has been no change in its financial
condition or its operations that could reasonably be expected to have a
Material Adverse Effect;


 


(j)                                     No
Buhrmann Termination
Event:  no Buhrmann
Termination Event or Potential Buhrmann Termination Event has occurred;


 


(k)                                  Insolvency
Procedures:  no corporate action has been
taken or is pending, no other steps have been taken and no legal proceedings
have been commenced or are threatened or are pending for (i) its winding-up, liquidation, dissolution,
administration or reorganization, (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 and no event equivalent to any of the
foregoing has occurred in or under the laws of any relevant jurisdiction;


 


(l)                                     Information:  none of the information and reports furnished by it in
connection with the negotiation and entry into of the transactions envisaged by
the Transaction Documents is (or, in the case of oral information, was when
given) inaccurate in any material respect, or contains any material
misstatement of fact or omits to state a material fact or any fact necessary to
make the statements contained therein not materially misleading and it is not
aware of any fact, information or circumstance the omission of which from such
information or reports would reasonably affect the decision of any potential
participant whether to participate in the arrangements contemplated in the
Transaction Documents, its assessment of the rights being acquired in relation
to any US Receivables, the risks associated with the portfolio of US
Receivables or the risks associated with the transactions and arrangements
contemplated in the Transaction Documents;


 


(m)                               No
Litigation:  no litigation to which it is
a party or which any third party has brought against it in any court, arbitral
tribunal or public or administrative body or otherwise and which, if adversely
determined could reasonably be expected to have a Material Adverse Effect;


 


(n)                                 Licenses:  it has all material licenses that are necessary for
carrying on its business;


 


(o)                                 Investment
Company Act:  it is not an “investment company” within the
meaning of the United States Investment Company Act of 1940, as amended, or is
exempt from all of the provisions of such Act; and


 


(p)                                 ERISA:  no ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events
for which liability is reasonably expected to occur, could reasonably be
expected to have a Material Adverse Effect;


 


23

















 


Part 3


 


Representations and
Warranties relating to the US Receivables


 


(a)                                  US  Eligibility Criteria:  each US Receivable contributed by it to the
US Master Purchaser complies in all respects with the US Eligibility Criteria
set out in Schedule 1;


 


(b)                                 Ownership
of US Receivables: 
immediately prior to the Contribution Date it owns good and marketable
title to each US Receivable contributed by it and is entitled to transfer and
assign and is transferring and assigning it to the US Master Purchaser free
from any Encumbrance;


 


(c)                                  Transfer
and Good Title:  in
relation to each US Receivable contributed by it, (i) the information set
out in each Invoices File and Counterparty File, and the particulars of such US
Receivable set out in any other information and statements of any kind supplied
or to be supplied to the US Master Purchaser as evidence of or relating to such
US Receivable are in all material respects true, accurate, correct, complete
and not misleading; (ii) on completion of the transfer of such US
Receivable in accordance with Clause 4 hereof, the US Master Purchaser
will obtain good and marketable title to and beneficial ownership of such
US Receivable free and clear of any Encumbrance; (iii) there are no
legal, regulatory or contractual restrictions or binding orders and no other
obligations which prevent the transfer of title of such US Receivable to the US
Master Purchaser; and (iv) the Contract from which such US Receivable
derives does not contain any obligations of the US Originator of a personal
nature or which involve personal skill or confidence or other personal
considerations.


 


(d)                                 Status of Contracts:  all goods and/or documents to be delivered
or services to be supplied under the Contract under which such US Receivable
arises have been delivered, dispatched or supplied to the relevant customer (or
its agent or bank (as appropriate)) and, subject to returns, corrections and
dilutions that occur in the ordinary course of business, all the requirements
of the Contract (including requirements as to the nature, description,
specifications, amount, quantity, quality, fitness for purpose,
merchantability, time of loading or delivery, manner and costs of delivery,
insurance, carriage, and the nature, condition or terms of any documents) have
been complied with in full and all other terms and conditions upon which the
payment of such US Receivable may be dependent have been fulfilled; no material
default, breach or violation has occurred under the Contract and no event which
could constitute such a default, breach or violation has occurred;


 


(e)                                  Valid and Binding:  the Contract under which such US Receivable
arises (i) was duly authorized by such US Originator and the other parties
thereto, (ii) is a legally valid and binding obligation of each of the
relevant parties thereto which is and will be enforceable against such parties
in accordance with its terms and complies with all statutory and other
requirements for its validity and (iii) there is no fact, circumstance, act,
omission or state of affairs which would constitute a breach of any warranty, term
or condition of the Contract or which would permit the relevant Obligor or any
other Person to reject the goods delivered (or to be delivered) or the
documents tendered (or to be tendered) under the Contract or which would
provide the relevant Obligor (or any other person who is liable to make a
payment in respect of such US Receivable) with any reason, justification,
excuse or defense of any kind for not making timely payment in full of the
whole amount due in respect of such US Receivable, except for returns,
corrections and dilutions that occur in the ordinary course of business;


 


(f)                                    No Variation:  there has been no variation, amendment, waiver or extension of
time of any kind in respect of the original terms of the Contract under which
such US Receivable arises which in any material way adversely affects the terms
of such US Receivable, or its enforceability or collectability, except for
returns, corrections and dilutions that occur in the ordinary course of
business;


 


24

















 


(g)                                 No Violation:  such US Receivable and such Contract under which such
US Receivable arises do not contravene in any material respect any
applicable law, rule or regulation and such US Originator has not and, so far
as such US Originator is aware no other party to the Contract has,
contravened any such law, rule, regulation or any agreement, judgment,
injunction, order, decree or other instrument binding upon any of them, in each
case which in any material way affects the enforceability or collectability of
such US Receivable;


 


(h)                                 Business, Credit and Collection Policy:  (i) such US Originator has complied
with its usual business, underwriting, credit and collection criteria and
procedures in entering into the Contract under which such US Receivable arises
and in relation to the administration of such US Receivable to the date on
which it is purchased hereunder (which criteria have been consistently applied
in the management of its business); and (ii) such US Originator has taken steps
to require that each Obligor makes payment of each US Receivable to a US
Lockbox Account;


 


(i)                                     Documentary Sales:  the Contract under which such US Receivable
arises does not provide for payment by means of a letter of credit, a bill of
exchange or promissory note;


 


(j)                                     No Termination or Defense:  the Contract under which such US Receivable
arises has not been terminated or frustrated and is not subject to force
majeure or any right of rescission; and there is no justification of any kind
for the non-payment of the full
Face Amount of such US Receivable when due;


 


(k)                                  Set-off:  there is not and such US Originator is not
aware of any circumstances which, as of the date of its contribution, would
give rise to:


 


(i)                         any right of set-off,
counterclaim, defense, or deduction in respect of such US Receivable; or


 


(ii)                      except as otherwise disclosed to the US Master Purchaser and the
Master Servicer, any Credit Note, discount, allowance or reverse invoice;


 


(l)                                     Fraud,
Dispute or Amendment:  the
Contract under which such US Receivable arises has not:


 


(i)                         been entered into fraudulently by the Obligor in respect thereof;


 


(ii)                      been passed to the claims or legal department or referred to
external lawyers; or


 


(iii)                   had its terms modified or varied subsequent to the time when the
Contract was entered into save for the issuance of Credit Notes which have
reduced the Face Amount and Purchase Price of such US Receivable;


 


(m)                               Misrepresentation, Duress:  the Contract under which such US Receivable
arises was not entered into as a consequence of any conduct constituting fraud,
misrepresentation, duress or undue influence by such US Originator, its
directors, members, officers, employees or agents or by any other person;


 


(n)                                 Segregation:  with effect from the time
when such US Receivable is purchased by the US Master Purchaser, the “Purchased
On Date” column contained in the Invoices File in respect of such US Receivable
and which is contained in the computer systems of the US Master Purchaser will
clearly designate a “1” (indicating a “yes”) indicator showing such US
Receivable as having been transferred to the US Master Purchaser and that
it and all amounts collected in respect of it belong to the US Master
Purchaser;


 


25

















 


(o)                                 Selection:  such US Receivable is due under Contracts selected
randomly (except in order to comply with this Agreement) from those complying
with the representations and warranties contained in this Schedule 2;


 


(p)                                 No Taxes:


 


(i)                  Such Receivable is assignable free and clear of any sales or
transfer Taxes, and no payment to be received by the US Master Purchaser in
respect of such US Receivable is subject to any Taxes imposed by
withholding;


 


(ii)               the
US Master Purchaser is treated as a partnership for purposes of United States
Treasury Regulation 1.7701-3(b)(1)(i);


 


(iii)            the
US Master Purchaser is not liable for any United States Tax imposed by a State
in which the Obligor in respect of such US Receivable resides or is organized
or through which the US Master Purchaser receives payments in respect of such
US Receivable; and


 


(iv)           such
Receivable is not subject to any lien filed by the US Internal Revenue Service
or the Pension Benefit Guaranty Corporation;


 


(q)                                 Data
Protection: 
the disclosure of information relating to the Obligor in respect of such
US Receivable as contemplated by this Agreement is not contrary to any
applicable data protection law;


 


(r)                                    Accounts:  such US Receivable constitutes an “account”
(and not an “instrument” or “chattel paper”) within the meaning of Section 9-102 of the Uniform Commercial Code;


 


(s)                                  Location:  such US Receivable arises from the sale of
goods or provision or rendering of services within the United States;


 


(t)                                    Perfection: 
all financing statements and other documents required to be recorded or
filed in order to perfect and protect the US Master Purchaser’s ownership
interest in such US Receivable against all creditors of the US Master Purchaser
have been duly filed in each filing office necessary for such purpose and all
filing fees and taxes, if any, payable in connection with such filings have
been paid in full and the Security Agent has a first priority perfected
interest therein; and


 


(t)                                    Lockbox
Payment:  each Obligor has been instructed to make all
payments in respect of the US Receivables directly into a lockbox account
identified in and subject to the terms of the US Lock Box and Assigned Account
Agreement


 


26

















 


SCHEDULE 3


 


Form of US
Solvency Certificate


 


The undersigned, [NAME OF US ORIGINATOR], is
able to pay its debts as they fall due and has not suspended making payments on
any of its debts nor has it commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness, by reason of
actual or anticipated financial difficulties nor does it expect for any such
events to occur.


 


The fair saleable value of the assets of the
undersigned exceeds the amount that will be required to be paid on or in
respect of the debts and other liabilities (including contingent, unmatured and
subordinated liabilities) of the undersigned as they mature and the undersigned
has not incurred debts, does not intend to incur debts and does not believe
that it has incurred debts beyond its ability to pay such debts as they
mature.  The undersigned is not engaged
in, and is not about to engage in, a business or any transaction (including,
without limitation, the transactions contemplated by the Transaction Documents)
for which the undersigned has or will have unreasonably small capital to carry
out its business as conducted or as proposed to be conducted.


 


Furthermore, the undersigned is not aware of
any proceedings having been or being instituted against it seeking a judgment
of insolvency, bankruptcy, suspension of payments or any other relief under any
bankruptcy or insolvency law, nor is it aware of any such proceedings being
threatened in respect of the undersigned, or of anything analogous and having a
substantially similar effect to any of the events specified above under the
laws of any jurisdiction in which the undersigned carries on its business or
has a material part of its assets.


 


[NAME OF US ORIGINATOR]


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
  Date:

  



 


27

















 


SCHEDULE 4


 


Form of US
Compliance Certificate


 


To                                 Buhrmann Silver US LLC

1 Environmental Way

Broomfield, Colorado 80021-3416


 


Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street

London EC2N 2DB


 


This certificate is delivered to you in
accordance with Clause 8.4(a) of the US Contribution Agreement dated
September 28, 2001 as amended and restated on July 18, 2002 (the US Contribution Agreement).
The definitions contained in the Master Definitions and Framework Deed dated 27
September 2001, as amended and restated on September 28, 2001 and July 18,
2002, shall apply to this certificate. 
The date of this certificate is
[        
       ].


 


[NAME], a senior financial officer of [US
ORIGINATOR], does hereby certify that:


 


(i)                  as at [       
       ](1) no Buhrmann Termination Event or
Potential Buhrmann Termination Event existed [other than
[        
        ]](2) [and no Buhrmann
Termination Event or Potential Buhrmann Termination Event existed at any time
during the period since [the US Closing Date](3)/[the date of the last
certificate delivered under Clause 8.4(a)](4)]; and


 


(ii)               during
the period since [the US Closing Date]/[the date of the last certificate
delivered under Clause 8.4(a)] the US Originator has complied [in all respects]
with its obligations under US Contribution Agreement and each of the other
Transaction Documents [other than
[         
         ]](5)


 


	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
  Date:

  



 


 












(1)          Specify
a date not more than ten Business Days before the date of [delivery of] the
certificate.


(2)          If any
Buhrmann Termination Event or Potential Buhrmann Termination Event did exist,
give details; otherwise delete.


(3)          Include
in respect of the first certificate delivered under Clause 8.4(a); otherwise
delete.


(4)          Include
unless the certificate is the first certificate delivered under Clause 8.4(a);
in which case delete.


(5)          If the
US Master Purchaser/US Originator has failed to comply with any obligation,
give details; otherwise delete.