Exhibit 4.19


 


English Originator Notice of
Intention to Make Offers to Sell


 


THIS NOTICE is given on 18 July 2002 in Amsterdam by ROBERT HORNE GROUP PLC (formerly known as Robert Horne Paper
Company Limited), a public limited liability company incorporated in England
and Wales (registered number 00584756) whose registered office is at Huntsman
House, Mansion Close, Moulton Park, Northampton NN3 6LA; THE HOWARD SMITH PAPER GROUP LIMITED, a
limited liability company incorporated in England and Wales (registered number
01138498) whose registered office is at Sovereign House, Rhosili Road,
Brackmills, Northampton NN4 0JE; and THE M6
PAPER GROUP LIMITED, a limited liability company incorporated in
England and Wales (registered number 02755905) whose registered office is at
Motorway House, Charter Way, Hurdsfield Industrial Estate, Macclesfield,
Cheshire SK10 2NY (each an English Originator and, together the Initial English Originators)
to BUHRMAN SILVER S.A.,  a limited liability company incorporated
in Luxembourg  (registered
number 75881) whose registered office is at 398 Route d’Esch, L-1471
Luxembourg (the European
Receivables Warehouse Company) and to the intent that DEUTSCHE TRUSTEE COMPANY LIMITED (formerly
known as Bankers Trustee Company Limited) (registered number 338230) whose
registered office is at Winchester House, 1 Great Winchester Street, London
EC2N 2DB (the Security Agent, which
expression shall include such person and all other persons for the time being
acting as the security agent or agents pursuant to the European Receivables
Warehouse Company Security Documents) shall be a party to, and have the benefit
of the English Standard Terms and Conditions incorporated into and constituting
the terms and conditions of any contract concluded by acceptance of any English
Originator Offer to Sell delivered pursuant to this Notice.


 


Whereas:


 


Each English Originator is willing to offer
to sell to the European Receivables Warehouse Company on a continuous basis
from time to time English Receivables, together with the benefit of all
Ancillary Rights, on the terms and subject to the conditions contained herein.


 


Interpretation


 


1.1                                 (a)                                  Capitalised terms in this Notice (including the Recital hereto)
shall, except where the context otherwise requires and save where otherwise
defined herein, bear the meanings ascribed to them in the Master Definitions
and Framework Deed (the Framework Deed)  executed by, among others, the English Originators and
the Security Agent on 27 September 2000 as amended and restated on 28 September
2001 and 18 July 2002 (as the same may be amended, varied or supplemented from
time to time with the consent of the parties to it) and this Notice shall be
construed in accordance with the principles of construction set out therein.


 


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


 


1.2                                 This document is the English Originator Notice of Intention to Make
Offers to Sell referred to in the Framework Deed.


 


English
Originator Offers to Sell


 


2.1                                 English Originator Notice of Intention to
Make Offers to Sell English Receivables:


 


(a)                                  Each English Originator hereby notifies the European Receivables
Warehouse Company that it intends from time to time, on any Business Day, in
its absolute discretion to make one or more offers to sell (English Originator Offers to Sell,
and each an English
Originator Offer to Sell) to the European Receivables Warehouse
Company all of its right, title, interest and benefit (present and future) in
and to certain English Receivables originated by each English


 

















 


Originator in the ordinary course of its
business.  If an English Originator
wishes to make an English Originator Offer to Sell to the European Receivables
Warehouse Company then it will make such English Originator Offer to Sell by
delivering to the European Receivables Warehouse Company an Invoices File
containing details of each English Receivable in respect of which an English
Originator Offer to Sell 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
delivery of the offer).


 


(b)                                 The European Receivables Warehouse Company shall be free, subject to
the terms of, and in accordance with, the European Receivables Warehouse
Company Deed of Charge and the Servicing Agreement, to decide whether or not to
accept in its absolute discretion any such English Originator Offer to Sell and
may accept any such English Originator Offer to Sell only in the manner
specified in Clause 3 hereof.


 


2.2                                 Incorporation of English Standard Terms and
Conditions: 
The English Standard Terms and Conditions signed on 18 July 2002 for the
purposes of identification by Freshfields Bruckhaus Deringer and Linklaters
(the English Standard
Terms and Conditions) shall be expressly and specifically
incorporated into each English Originator Offer to Sell to be made by each
English Originator pursuant to Clause 2.1 and shall, accordingly,
constitute the terms and conditions of any contract concluded between the
relevant English Originator and the European Receivables Warehouse Company as a
result of any acceptance by the European Receivables Warehouse Company, in
accordance with Clause 3 below, of any English Originator Offer to Sell made by
such English Originator (each an English  Receivables Sale Contract).


 


2.3                                 Consideration for purchase of English
Receivables: 
If a contract is concluded between an English Originator and the
European Receivables Warehouse Company following the European Receivables
Warehouse Company’s acceptance of an English Originator Offer to Sell, then the
consideration payable by the European Receivables Warehouse Company to the
relevant English Originator in respect of the purchase of the benefit of each
English Receivable shall, subject to the provisions of the English Standard
Terms and Conditions, be the Purchase Price payable in instalments in
accordance with and subject to Clause 4 of the English Standard Terms and
Conditions.


 


Acceptance


 


3.                                       Acceptance:  Any English Originator Offer to Sell made by
an English Originator in accordance with Clause 2.1 shall be irrevocable up to
and including 5.00p.m. (Central European Time) on the fourth Business Day
following the Business Day on which the Invoices File delivered at the time of
such English Originator Offer to Sell was produced, after which time such
English Originator Offer to Sell shall lapse. 
Any such English Originator Offer to Sell may be accepted by the
European Receivables Warehouse Company:


 


(a)                                  first,
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 by European Receivables Warehouse Company” contained within each
Invoices File (and which is held as a data file in the computer systems of the
European Receivables Warehouse Company) the English Receivable subject to such
English Originator Offer to Sell, as having been sold to the European
Receivables Warehouse Company; and


 


(b)                                 second, paying
to the relevant English Originator or procuring the payment to the relevant
English Originator for value on the Purchase Date of the Initial Purchase Price
in respect of the English Receivable subject to such English Originator Offer
to Sell.


 


The payment of the Initial Purchase Price in
respect of any English Receivable identified in the manner referred to in
paragraph (a) above to such account as the relevant English Originator may from
time to time direct shall constitute an unconditional and irrevocable
acceptance of such English Originator Offer to Sell in respect of such English
Receivable and such an English Originator Offer to Sell shall


 


2

















 


have been accepted only if and when such
payment occurs.  English Originator
Offers to Sell shall not be capable of acceptance in relation to any English
Receivable in any other manner.


 


Waiver


 


4.                                       Waiver of Right to be Notified of
Acceptance: 
Each English Originator hereby waives any right it may have to be
notified by the European Receivables Warehouse Company of the identity of the
English Receivables in respect of which the European Receivables Warehouse Company
has accepted any English Originator Offer to Sell.  However, each English Originator reserves the right at any time
to require, during normal working hours and upon giving reasonable notice, the
European Receivables Warehouse Company to deliver (or procure the delivery of)
a data file to the relevant English Originator containing details of all of the
English Receivables which remain outstanding and in respect of which an English
Originator Offer to Sell has been accepted by the European Receivables Warehouse
Company.


 


Completion


 


5.                                       If an English Originator Offer to Sell is accepted in accordance
with Clause 3 and an English Receivables Sale Contract is concluded, the
matters set out in Clause 4 of the English Standard Terms and Conditions
shall take place with regard to the English Receivables immediately following
such acceptance.


 


Governing
law


 


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


 


3

















 


	
  SIGNED by  KEES BANGMA

  	
  )

  	
  KEES BANGMA

  
	
  for and on behalf of  )

  	
   

  	
   

  
	
  ROBERT HORNE GROUP PLC

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by  KEES BANGMA

  	
  )

  	
  KEES BANGMA

  
	
  for and on behalf of  )

  	
   

  	
   

  
	
  THE HOWARD SMITH PAPER

  	
  )

  	
   

  
	
  GROUP  LIMITED  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by  KEES BANGMA

  	
  )

  	
  KEES BANGMA

  
	
  for and on behalf of  )

  	
   

  	
   

  
	
  THE M6  PAPER GROUP LIMITED

  	
  )