Exhibit 4.17


 


Dutch Master
Receivables Purchase Agreement


 


THIS AGREEMENT was made on
27 September 2000 and amended and restated on 18 July 2002


 


Between:


 


(1)                                  BUHRMANN-UBBENS BV, a company incorporated in The Netherlands and having its principal
place of business at Pollaan 1, 7202 BV Zutphen and PROOST en BRANDT BV a company incorporated in The Netherlands
and having its principal place of business at Stammerkamp 1, 1112 VE Diemen
(each a Dutch Originator
and together the Initial Dutch Originators);


 


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


 


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


 


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


 


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


 


Whereas:


 


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


 


(B)                                The European Receivables Warehouse Company has agreed to create
security over all of its assets including its rights and benefits under this
Agreement in favour of the Security Agent for the benefit of the European
Receivables Warehouse Company Secured Creditors (including the European Master
Purchaser) under the European Receivables Warehouse Company Deed of Charge.


 


(C)                                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 the European Receivables Warehouse Company’s favour
hereunder but the Security Agent shall not assume or incur any liability
whatsoever to (1) any of the Dutch Originators or (2) the European
Receivables Warehouse Company 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.


 


it is agreed as follows:


 

















 


Definitions
and Interpretation


 


1.1(a)                   Capitalised terms in this Agreement (including the Recitals) shall,
except where the context otherwise requires and save where otherwise defined
herein, bear the meanings ascribed to them in the Master Definitions and
Framework Deed (the Framework Deed)  executed by, among
others, each of the parties hereto on 27 September 2000 (as amended and
restated on 28 September 2001 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 Agreement shall be construed in accordance with the principles of
construction set out therein.


 


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


 


1.2                                 This Agreement is the Dutch Master Receivables Purchase Agreement
referred to in the Framework Deed.


 


Offer


 


2.                                       Each Dutch 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 offers to sell (Dutch Originator Offers to Sell and each
a Dutch 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
Dutch Receivables originated by it in the ordinary course of its business.  If a Dutch Originator wishes to make a Dutch
Originator Offer to Sell to the European Receivables Warehouse Company then it
will make such Dutch Originator Offer to Sell by delivering to the European
Receivables Warehouse Company an Invoices File containing details of each of
the Dutch Receivables in respect of which a Dutch 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).  The European Receivables Warehouse Company
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 Dutch
Originator Offer to Sell and may accept any such offer to sell only in the
manner specified in Clause 3.1.


 


Acceptance


 


3.1                                 Acceptance:  Any Dutch Originator Offer to Sell made by a
Dutch 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 Dutch Originator Offer to Sell was produced, after which time such Dutch
Originator Offer to Sell shall lapse. 
Any such Dutch Originator Offer to Sell may be accepted by the European
Receivables Warehouse Company:


 


(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 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 Dutch Receivable
subject to such Dutch Originator Offer to Sell, as having been sold to the
European Receivables Warehouse Company; and


 


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


 


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The payment of the Initial Purchase Price in
respect of any Dutch Receivable identified in the manner referred to in
paragraph (a) above to such account as the relevant Dutch Originator may from
time to time direct shall constitute an unconditional and irrevocable
acceptance of such Dutch Originator Offer to Sell in respect of such Dutch
Receivable and such a Dutch Originator Offer to Sell shall have been accepted only
if and when such payment occurs.  Dutch
Originator Offers to Sell shall not be capable of acceptance in relation to any
Dutch Receivable in any other manner.


 


3.2                                 Restriction
on Acceptance:  The European
Receivables Warehouse Company shall have no discretion to accept any Dutch
Originator Offer to Sell in respect of any Dutch Receivable unless the European
Master Purchaser has accepted the related European Receivables Warehouse
Company Offer to Sell and has confirmed that it will have sufficient funds available
to it in euro to pay the relevant Initial Purchase Price for those Dutch
Receivables to the European Receivables Warehouse Company.


 


consideration


 


4.                                       Consideration:
The consideration payable by the European Receivables Warehouse Company to the
relevant Dutch Originator in respect of the purchase of the benefit of each
Dutch Receivable shall (subject to the provisions below) be the Purchase Price,
which shall be payable in instalments in accordance with Clause 5.  The Purchase Price shall be inclusive of any
Taxes which the relevant Dutch Originator may be liable to account for in
respect of the sale of Dutch Receivables hereunder and accordingly no Dutch
Originator shall be entitled to add any amounts to the Purchase Price in
respect of any such Taxes.


 


Payment of
the purchase price and other payments


 


5.1                                 Initial Purchase Price:  Subject to Clauses
5.9 and 5.10 the Initial Purchase Price payable in respect of a Dutch
Receivable shall be payable by the European Receivables Warehouse Company to
the relevant Dutch Originator, subject to and in accordance with Clause 7.3 of
the European Receivables Warehouse Company Deed of Charge, on the Purchase Date
in respect of such Dutch Receivable.


 


5.2                                 Deferred
Purchase Price: The Deferred Purchase Price in respect of a Dutch Receivable shall,
subject to Clauses 5.4, 5.9 and 5.10, be payable by the European
Receivables Warehouse Company to the Dutch Originator, subject to and in
accordance with Clause 7.3 of the European Receivables Warehouse Company Deed
of Charge, as deferred consideration on each Business Day in an amount equal to
the aggregate Deferred Purchase Price in respect of each Dutch Receivable
collected on the second Business Day preceding that Business Day.


 


5.3                                 Surplus Discount: The Surplus Discount in respect of a Dutch Receivable shall,
subject to Clauses 5.4, 5.9 and 5.10 be payable by the European Receivables
Warehouse Company to the relevant Dutch Originator on the Business Day
following the date upon which the Deferred Purchase Price of such Dutch
Receivable has been paid.


 


5.4                                 Deferral of Payment of Deferred Purchase
Price and Surplus Discount following a European Stop Funding Event or a
Buhrmann Termination Event:


 


(a)                                  For so long as a European Stop Funding Event or, for the avoidance
of doubt, an Early European Amortisation Event, has occurred and is continuing,
the payment of any amounts of Deferred Purchase Price and/or repayment of
Surplus Discount which would otherwise be payable to the Dutch Originators in
accordance with Clauses 5.2(a) or 5.3 hereof or Clause 7.3 of the European
Receivables Warehouse Company Deed of Charge shall be deferred to the date when
such European Stop Funding Event has been remedied or until such time as the
provisions of Clause 5.4(b) shall apply.


 


(b)                                 With effect from the occurrence of a Buhrmann Termination Event, the
payment of any amounts of Deferred Purchase Price and/or repayment of Surplus
Discount which would otherwise be payable to the Dutch Originators in
accordance with Clauses 5.2(a) or 5.3 hereof


 


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or Clause 7.3 of the European
Receivables Warehouse Company Deed of Charge shall be deferred to the date when
there are no amounts outstanding under the European Master Purchaser Funding
Deed and the European Securitisation Facility has been cancelled.


 


5.5                                 No
Other Payments for Dutch Receivables: The
European Receivables Warehouse Company shall not be obliged to pay any sum to
the Dutch Originators in respect of the Purchase Price of a Dutch Receivable or
Surplus Discount except as provided for in Clause 4 or this Clause 5.


 


5.6                                 Account for Payment: Amounts payable by the European Receivables Warehouse Company to a
Dutch Originator in respect of the Dutch Receivables shall be made to such
account as the relevant Dutch Originator may specify to the European
Receivables Warehouse Company in writing.


 


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


 


5.8                                 Set-offs
for Stamp Duty:  The European
Receivables Warehouse Company shall also be entitled (to the extent applicable
and if it so elects and in or towards satisfaction of the relevant Dutch
Originator’s obligations) to off-set against the Purchase Price or any part of
it any stamp duty (or any other similar tax or duty on documents or the
transfer of title to property) on any assignment of a Dutch Receivable which
has not been paid by the relevant Dutch Originator.


 


5.9                                 Limited Recourse: 
Notwithstanding any other provision of this Agreement if
after applying all amounts which are required to be paid or provided for on any
Business Day in accordance with Clause 7.3 or, as the case may be,
Clause 8.3 of the European Receivables Warehouse Company Deed of Charge,
there is any amount still owing to the Dutch Originator in respect of the
Purchase Price or Surplus Discount in respect of any Dutch Receivable, the
Dutch Originator shall not be entitled to take any further steps against the
European Receivables Warehouse Company or the European Master Purchaser to
recover any such sums still unpaid and all claims and all rights to claim
against the European Receivables Warehouse Company or the European Master
Purchaser in respect of each such unpaid sum shall be extinguished and the
Dutch Originators shall not have any rights of recourse whatsoever against the
European Receivables Warehouse Company in respect of any such unpaid sums.


 


5.10                           Payments Subject to Receipt and
Availability: 
Notwithstanding any other provision of the relevant Transaction
Documents, all payments required to be made by the European Receivables
Warehouse Company under this Agreement shall be subject to (a) receipt of the
same by the European Receivables Warehouse Company from the European Master
Purchaser and (b) to the provisions of Clause 5.9 and of the European
Receivables Warehouse Company Deed of Charge.


 


Completion


 


6.                                       Title: Transfer
of title to any Dutch Receivables in respect of which the standing offer to
purchase is accepted in accordance with Clause 3.1 shall take place on the date
(the Purchase Date) upon
which any Dutch Originator Offer to Sell is accepted in accordance with Clause
3.1.  Each Dutch Originator Offer to
Sell shall constitute at the same time an offer by the relevant Dutch
Originator to assign each of the Dutch Receivables so offered and each
acceptance of such Dutch Originator Offer to Sell by the European Receivables
Warehouse Company shall at the same time constitute the acceptance of such
offer to assign each of the Dutch Receivables so offered.


 


costs,
expenses and taxation


 


7.1                                 Costs
and Expenses:  Without prejudice
to the provisions of the other Transaction Documents, the Dutch 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 legal and


 


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out-of-pocket expenses) properly incurred or
otherwise suffered by the European Receivables Warehouse Company, the European
Master Purchaser, the Security Agent or any Buhrmann European 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 the Dutch Originators or the European
Receivables Warehouse Company;


 


(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 European Receivables Warehouse Company, the
European Master Purchaser, the Security Agent or any Buhrmann European Note
Purchaser of its rights to monitor compliance by the Dutch Originators with
their obligations under this Agreement or the compliance by the European
Receivables Warehouse Company under the Onward Dutch Master Receivables
Purchase Agreement,


 


and (for the avoidance of doubt) the Dutch
Originators shall pay to the European Receivables Warehouse Company, the
European Master Purchaser, the Security Agent or any Buhrmann European Note
Purchaser, as appropriate, such amount as shall represent any value added tax,
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
European Receivables Warehouse Company, the European Master Purchaser, the
Security Agent or such Buhrmann European Note Purchaser.


 


7.2                                 Duties
and Taxes:


 


Without prejudice to the provisions of the
other Transaction Documents, the Dutch Originators shall 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 purchase of Dutch Receivables under this
Agreement or any Onward Dutch Master Receivables Purchase Agreement,
(iii) any transaction contemplated under the Transaction Documents and the
related documents including the assignment, release, resale or re-assignment of
any Dutch Receivable, or (iv) the enforcement of the rights of the
European Receivables Warehouse Company, the European Master Purchaser, the
Security Agent or any Buhrmann European Note Purchaser, may be subject or give
rise and the Dutch Originators shall fully indemnify the European Receivables
Warehouse Company, the European Master Purchaser, the Security Agent or such
Buhrmann European Note Purchaser, on an after Tax basis, 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.


 


7.3                                 Value
Added Tax and Sales Tax:


 


(a)                                  Any amounts stated in this Agreement to be payable, or payable in
connection with this Agreement, by the Dutch Originators are exclusive of value
added tax, sales tax, purchase tax or other similar taxes or duties and
accordingly, to the extent that any such taxes arise in respect of such
payments, the Dutch Originators shall, in addition, pay any amount properly
charged in respect of any such taxes or duties.


 


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


 


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7.4                                 Grossing-Up:


 


(a)                                  All payments made by the Dutch Originators to the European
Receivables Warehouse Company, the European Master Purchaser, the Security
Agent, any Buhrmann European Note Purchaser or any Subordinated Buhrmann
European 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 the Dutch Originator shall:


 


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


 


(ii)               forthwith
pay to the European Receivables Warehouse Company, the Security Agent, the
European Master Purchaser, the relevant Buhrmann European Note Purchaser or the
relevant Subordinated Buhrmann European Note Purchaser, as the case may be,
such additional amount so that the net amount received by the European
Receivables Warehouse Company, the European Master Purchaser, the Security
Agent , the relevant Buhrmann European Note Purchaser or the relevant
Subordinated Buhrmann European 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 European Receivables Warehouse Company to
the Dutch Originators 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
European Receivables Warehouse Company shall ensure that the deduction or
withholding does not exceed the minimum amount legally required.  For the avoidance of doubt, the European
Receivables Warehouse Company shall not be obliged to gross up any such payment
following any such deduction or withholding.


 


(c)                                  The Dutch Originators hereby jointly and severally undertake to
indemnify the European Receivables Warehouse Company and the European Master
Purchaser in respect of any withholding or deduction on account of Tax on the
payment of any amount due in respect of any Dutch Receivable such that the
European Receivables Warehouse Company or the European Master Purchaser, as the
case may be, receives the same amount that it would have received had there
been no such withholding or deduction.


 


7.5                                 Tax
Credits: If the Dutch Originators pay any additional amount (an Additional Payment)
under Clause 7.4 and the European Receivables Warehouse Company, the European
Master Purchaser, the Security Agent, any Buhrmann European Note Purchaser or
any Subordinated Buhrmann European Note Purchaser effectively obtain a refund
of Tax or credit against Tax on its overall net income by reason of that
Additional Payment (a Tax Credit) and the European Receivables Warehouse
Company, the European Master Purchaser, the Security Agent, the relevant
Buhrmann European Note Purchaser or the relevant Subordinated Buhrmann European
Note Purchaser (as applicable) is able to identify such Tax Credit as being
attributable to such Additional Payment, then the European Receivables
Warehouse Company, the European Master Purchaser, the Security Agent, the
relevant Buhrmann European Note Purchaser, or the relevant Subordinated
Buhrmann European Note Purchaser (as appropriate), shall reimburse the Dutch
Originators such amount as the European Receivables Warehouse Company, the
European Master Purchaser, the Security Agent, the relevant Buhrmann European
Note Purchaser or the relevant Subordinated Buhrmann European 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 European Receivables Warehouse Company, the European Master
Purchaser, the Security Agent, the relevant Buhrmann European Note Purchaser or
the relevant Subordinated Buhrmann European 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 European Receivables Warehouse Company, the European Master
Purchaser, the Security Agent, any Buhrmann European Note


 


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Purchaser and any Subordinated Buhrmann
European Note Purchaser shall be obliged to disclose any information regarding
its tax affairs or computations to the Dutch Originators.


 


7.6                                 After Tax Amount:  In the
event that any taxing authority seeks to charge to Tax any sum paid to the
European Receivables Warehouse Company, the European Master Purchaser, the
Security Agent, any Buhrmann European Note Purchaser or any Subordinated Buhrmann
European Note Purchaser as a result of the indemnities or other obligations
contained herein then the amount so payable shall be grossed up by such amount
as will ensure that after payment of the Tax so charged there shall be left a
sum equal to the amount that would otherwise be payable under such indemnity or
obligation.


 


7.7                                 Interest: If the
Dutch Originators fail to pay any sum payable by the Dutch Originators to the
European Receivables Warehouse Company, the European Master Purchaser, the
Security Agent, any Buhrmann European Note Purchaser or any Subordinated
Buhrmann European Note Purchaser under this Agreement when due the Dutch
Originators 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 euro rate of Deutsche Bank AG as from time to time in
force (both before and after any judgment obtained under this Agreement).


 


representations,
warranties and undertakings


 


8.1                                 On the European Closing Date
and the MTN Closing Date:  In
entering into this Agreement, each Dutch Originator (in respect of itself) and
the Parent (in respect of itself and each Dutch Originator) hereby represents
and warrants to the European Receivables Warehouse Company and the Security
Agent on the European 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 subsisting.


 


8.2                                 On each Purchase Date:  On each Purchase Date,
each Dutch Originator (in respect of itself) and the Parent (in respect of
itself and each Dutch Originator) shall be deemed to represent and warrant to
the European Receivables Warehouse Company and the Security Agent, in the terms
set out in Parts 1 and 2 of Schedule 2 with reference to the facts and
circumstances then subsisting.


 


8.3                                 Covenants:  Each Dutch Originator (in respect of itself)
and the Parent (in respect of itself and each Dutch Originator) covenants with
the European Receivables Warehouse Company as follows:


 


(a)                                  Tax
Payments:  The relevant Dutch
Originator will pay all relevant Tax and make all relevant returns in respect
of Tax in relation to goods and services supplied under Contracts which give
rise to Dutch Receivables purchased under this Agreement and on-sold by the
European Receivables Warehouse Company under the Onward Dutch Master
Receivables Purchase Agreement.


 


(b)                                 Fiduciary
Agent:  To the extent that the sale
of a Dutch Receivable to the European Receivables Warehouse Company does not
entitle the European Receivables Warehouse Company to the entire interest
therein, the relevant Dutch Originator shall hold such interest as fiduciary
agent for the European Receivables Warehouse Company or the European Master
Purchaser, as the case may be, and shall not thereafter deal in any way with
any interest in the relevant Dutch Receivable save as expressly permitted under
this Agreement or the Onward Dutch Master Receivables Purchase Agreement.


 


(c)                                  Perform
Contracts:  The relevant Dutch
Originator shall perform and comply with all material provisions, covenants and
other obligations required to be observed by it under each Contract relating to
Dutch Receivables in full and on a timely basis and the exercise by the
European Receivables Warehouse Company of its rights under this Agreement shall
not relieve the Dutch Originator of such obligations.


 


(d)                                 Indemnity
Against Claims:  To the extent the
European Receivables Warehouse Company is not indemnified under Clause 11.2,
the European Receivables Warehouse Company shall not


 


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have any obligation or
liability with respect to any Dutch Receivables or with respect to any of the
Contracts under which they arise nor will the European Receivables Warehouse
Company be required to perform any of the obligations of the Dutch Originators
and, as the case may be, the Parent under such Contracts.  The Dutch Originators and, as the case may
be, the Parent will indemnify and keep indemnified, on a joint and several and
after Tax basis, the European Receivables Warehouse Company, the European
Master Purchaser, the Buhrmann European Note Purchasers 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 Dutch Receivable purchased hereunder
arises or any goods or services which are the subject of such a Contract or
Dutch 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) and the Dutch Originators and, as
the case may be, the Parent jointly and severally undertake to pay on demand to
the European Receivables Warehouse Company or, as the case may be, to the
European Master Purchaser or the Security Agent without any set-off, deduction
or withholding whatsoever the amount of any such cost, claim, loss, expense,
liability or damages so suffered or incurred.


 


(e)                                  Indemnity
Against Breach:  The Dutch
Originators and, as the case may be, the Parent shall indemnify and keep
indemnified each of the European Receivables Warehouse Company, the European
Master Purchaser, the Buhrmann European Note Purchasers and the Security Agent,
on a joint and several and 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 any of the Dutch Originators of this Agreement or
any of the other Transaction Documents and the Dutch Originators and, as the
case may be, the Parent shall on demand pay to the European Receivables
Warehouse Company or, as the case may be, the European Master Purchaser, the
Buhrmann European Note Purchasers or the Security Agent 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)                                    European Receivables Warehouse Company Indemnities: 
The Dutch Originators and, as the case may be, the
Parent shall on each Calculation Date pay to the European Receivables Warehouse
Company, on a joint and several and after Tax basis, an amount equal to the
aggregate amount of European Receivables Warehouse Company Indemnities then due
and payable by the European Receivables Warehouse Company. The European
Receivables Warehouse Company will procure that the Master Servicer shall
notify the Dutch Originators and the Parent in writing of the European
Receivables Warehouse Company Indemnities due and payable by the European
Receivables Warehouse Company on such Calculation Date, and shall provide the
Dutch Originators and the Parent with a statement setting forth details of the
incurrence of such European Receivables Warehouse Company Indemnities which shall
be conclusive in the absence of manifest error.


 


(g)                                 Sale: 
Each sale and purchase of a Dutch Receivable
hereunder has been and shall be recorded as a sale of the relevant Dutch
Receivable in the computer systems of the European Receivables Warehouse Company,
subject to and in accordance with the provisions of Clause 3.1.


 


(h)                                 Buhrmann
Operating Procedures:  Each of
the Dutch Originators shall comply in all material respects with the Buhrmann
Operating Procedures in entering into transactions which give rise to Dutch
Receivables purchased hereunder and will not make any changes to the Buhrmann
Operating Procedures (i) without the prior written consent of the European
Receivables Warehouse Company, the European Master Purchaser, the Security
Agent and each Buhrmann European Note Purchaser and (ii) unless the Rating
Condition is satisfied with respect to such change.


 


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(i)                                     Location
of Records:  Each of the Dutch
Originators shall keep all its books, records and documents evidencing or
relating to the Dutch Receivables purchased 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 European Receivables Warehouse Company, the European
Master Purchaser, each Buhrmann European Note Purchaser, each Subordinated
Buhrmann European Note Purchaser and the Security Agent and shall,
(i) prior to the occurrence of a European Stop Funding Event (or, for the
avoidance of doubt, an Early European Amortisation 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 European
Stop Funding Event (or, for the avoidance of doubt, an Early European
Amortisation Event) has occurred and is continuing, or after the occurrence of
a Buhrmann Termination Event, forthwith permit the European Receivables
Warehouse Company and/or the European Master Purchaser and/or each Buhrmann
European 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 the
Dutch Originators relating to the Dutch Receivables purchased hereunder, and to
visit the properties of the Dutch Originators for the purpose of examining such
records, books of account and documents, and to discuss the affairs, finances
and accounts of the Dutch Originators relating to the Dutch Receivables with
any of its officers or directors and with its auditors.


 


(j)                                     Data Files:  Without prejudice to the obligations of the
European Receivables Warehouse Company pursuant to Clause 8.4, each of the
Dutch Originators 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.


 


Each of the Dutch Originators
and the Parent shall procure that the European Master Purchaser, each Buhrmann
European 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 European
Stop Funding Event (or, for the avoidance of doubt, an Early European
Amortisation Event) or a Buhrmann Termination Event, during normal business
hours and (ii) for so long as a European Stop Funding Event (or, for the
avoidance of doubt, an Early European Amortisation 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 the offices of
Buhrmann Europcenter N.V. at Bodemstraat 11, Bus 1, B-3830 Wellen, Belgium and
may make copies of and abstracts from such files.  In addition, each of the Dutch Originators agrees that it will
within one Business Day of the request by the European Master Purchaser, any
Buhrmann European 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


 


(k)                                  Solvency Certificates:  Each of the Dutch
Originators shall, within 3 Business Days of each Calculation Date, deliver to
the European Receivables Warehouse Company, the European Master Purchaser and
the Security Agent a Dutch Originator Solvency Certificate in the form set out
in Schedule 3 and dated that Calculation Date.


 


9

















 


8.4                                 Reporting
Requirements of the Dutch Originators:


 


(a)                                  Until such time as all the liabilities of the Dutch Originators, the
European Receivables Warehouse Company and the European Master Purchaser under
the Transaction Documents have been discharged:


 


(i)                  each Dutch Originator shall deliver to the Security Agent, the
European Master Purchaser and the European Receivables Warehouse Company and
the Parent hereby agrees to procure the production by each Dutch 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 duly authorised officer of such Dutch Originator in
the form set out in Schedule 4 stating that, to the best of such officer’s
knowledge, such Dutch 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 such Dutch Receivables and/or the Obligors and such additional
financial information as the European Receivables Warehouse Company, the
European Master Purchaser or the Security Agent may request; and


 


(ii)               the
Parent shall deliver to the Security Agent, the European Master Purchaser and
the European Receivables Warehouse Company:


 


(A)           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; and


 


(B)             as
soon as they become available (and in any event within 50 days of their
respective financial half years) copies of the unaudited financial statements
of the Parent for that half year each of which shall contain an income
statement, a balance sheet and a cash flow statement.


 


(b)                                 Each Dutch Originator (in respect of such an event affecting itself)
and the Parent (in respect of such an event affecting itself or any Dutch
Originator) shall notify 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 Dutch Originator (in respect of itself) and the Parent (in
respect of itself and each Dutch 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.


 


8.5                                 Survival:  The representations, warranties, and
undertakings set out in Schedule 2 shall form part of the terms of the
sale and purchase of each and every Dutch Receivable purchased hereunder and
accordingly such warranties, representations, covenants and undertakings shall
remain in full force and effect notwithstanding the completion of such
purchase.


 


10

















 


8.6                                 Reliance:


 


Each of the Parent and each Dutch 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
European Receivables Warehouse Company, the European Master Purchaser, the
Buhrmann European Note Purchasers and the Subordinated Buhrmann European Note
Purchasers to enter into the Transaction Documents and the transactions
contemplated hereby and thereby and have caused and will cause the European
Receivables Warehouse Company, the European Master Purchaser, the Buhrmann
European Note Purchasers and the Subordinated European 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 European Receivables Warehouse Company, the European
Master Purchaser, the Security Agent, the Buhrmann European Note Purchasers or
the Subordinated Buhrmann European Note Purchasers have made or will make
inquiries of or in respect of (i)  any
person which owes any payment or other obligation to the Dutch Originators in
respect of a Dutch Receivable; (ii)  the
sums receivable under or stated to be receivable in respect of any Dutch
Receivable; (iii)  the terms of any
contract, guarantee, indemnity, letter of credit, bill of exchange or any other
agreement or arrangement relating to a Dutch Receivable; (iv)  any compensation, guarantee or insurance
scheme or policy which may be relevant to a Dutch Receivable; or (v)  the creditworthiness or suitability of any
Obligor, or any other party to any arrangement or agreement relating to a Dutch
Receivable; and


 


(c)                                  although the European Receivables Warehouse Company, the European
Master Purchaser and the Security Agent and certain other entities have seen
copies of and may have conducted checks or analysis of the contracts from which
the Dutch 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 the Dutch Originators’ 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, the European Receivables Warehouse
Company (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 may 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 the Dutch Originators to
give notice) to all or any of the Obligors and such other persons as the
Security Agent requests for the purposes of protecting the Dutch Receivables or
perfecting the title of the European Receivables Warehouse Company to all or
any of the Dutch Receivables purchased hereunder; and/or


 


(b)                                 direct (and/or require the Dutch Originators to direct) all or any
of the Obligors to pay amounts outstanding in respect of Dutch Receivables
directly to the European Receivables Warehouse Company, the European Master
Purchaser or the Security Agent or into such accounts or to such other persons
as are specified by the European Receivables Warehouse Company or the European
Master Purchaser (or by the Security Agent on its behalf); and/or


 


(c)                                  terminate this Agreement immediately by giving notice in writing to
the Dutch Originators; 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 Dutch
Receivables or to improve, protect, preserve or enforce their rights against
the Obligors in respect of such Dutch Receivables.


 


11

















 


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 European Master Purchaser Funding Deed 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 Dutch Receivables purchased 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 Dutch Originator and
the rights and remedies of the European Receivables Warehouse Company, the
European Master Purchaser and the Security Agent in respect of any
representation, warranty or statement made by any of the Dutch Originators
under or in connection with this Agreement and the indemnification and other
payment obligations of the Dutch 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 2 of Schedule 2 proves to have been incorrect
when made and remains incorrect, or if the relevant Dutch Receivable has never
existed, the relevant Dutch Originator shall, as soon as practicable, take the
action specified in Clause 11.1(b) in respect of the Dutch Receivables to
which such breach of representation or warranty relate(s) (or which did not
exist) (the Non-Conforming
Dutch Receivables).


 


(b)                                 The relevant Dutch Originators shall (i) purchase on the Relevant
Date from the European Receivables Warehouse Company the relevant
Non-Conforming Dutch Receivables for a price equal to the sum of (A) the
Purchase Price of the Dutch Receivable; (B) interest on the Initial Purchase
Price of the Dutch Receivable from the Purchase Date of such Dutch Receivable
to the date when the Repurchase Price in respect of the Dutch Receivable is
paid to the European Receivables Warehouse Company at a rate per annum equal to
the highest Estimated Funding Costs of any Buhrmann European Noteholder as at
the most recent Calculation Date; and (C) any reasonable administrative or
other costs incurred by the European Receivables Warehouse Company or the
European Master Purchaser (the Repurchase Price), and for such price to be paid into
the European Receivables Warehouse Company Euro Transaction Account or
(ii) provided that a Buhrmann Termination Event has not occurred,
substitute on the Relevant Date an Eligible Dutch Receivable having a Face
Amount equal to or greater than the Non-Conforming Dutch Receivable it
replaces; provided that the relevant Dutch Originators shall only be required
to take any action specified in Clause 11.1(b)(i) or (ii) to the extent that
the European Master Purchaser has required the European Receivables Warehouse
Company to repurchase or substitute such Non-Conforming Dutch Receivable in
accordance with Clause 11.1(b) of the Onward Dutch Master Receivables Purchase
Agreement.


 


(c)                                  Following purchase of a Non-Conforming Dutch Receivable by the
relevant Dutch Originator and (i) the credit of the Repurchase Price into the
European Receivables Warehouse Company Euro Transaction Account in cleared
funds or (ii) the substitution of an Eligible Dutch Receivable as specified in
Clause 11.1(b)(ii), the Security Agent is authorised to release (at the
relevant Dutch Originator’s expense) the relevant Non-Conforming Dutch
Receivable from the Encumbrances created by the European Receivables Warehouse
Company Security Documents.


 


(d)                                 If at any time:


 


(i)                  there becomes available or arises any set-off, counterclaim, defence
or deduction in respect of a Dutch Receivable; or


 


12

















 


(ii)               any
Dilution occurs in relation to a transaction under which a Dutch Receivable
arises or any other transaction between such Obligor and a Dutch Originator,


 


then the Dutch Originators
shall on the next Business Day (i) pay to the European Receivables Warehouse
Company Euro Transaction Account an amount equal to the amount of such set-off,
counterclaim, defence, deduction or Dilution, or (ii) transfer to the European
Receivables Warehouse Company Eligible Dutch Receivables with a Face Amount
equal to or greater than the amount of such set-off, counterclaim, defence,
deduction or Dilution, or (iii) allow the European Receivables Warehouse
Company to use the Unallocated Euro Cash Proceeds (if any) within the relevant
Dutch Collection Account to pay an amount equal to the amount of set-off,
counterclaim, defence, deduction or Dilution.


 


(e)                                  Each of the Security Agent and the Dutch Originators agrees with and
acknowledges to the European Receivables Warehouse Company that, in respect of
any breach of representation or warranty under Clause 8.2 and Part 2 of
Schedule 2, the sole remedy available to it shall be to require the Dutch
Originators to take the action specified in Clause 11.1(b) (to the extent that
the European Master Purchaser has required the European Receivables Warehouse
Company to repurchase or substitute such Non-Conforming Dutch Receivable in
accordance with Clause 11.1(b) of the Onward Dutch Master Receivables Purchase
Agreement) and, if the Dutch Originators comply with Clause 11.1(b) none of the
Security Agent, the European Master Purchaser and any Buhrmann European Note
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 of the Security Agent and the Dutch
Originators agrees with and acknowledges to the European Receivables Warehouse
Company that nothing in Clause 11.1(e) shall in any way limit or affect
the European Receivables Warehouse Company’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.


 


11.2                           Remedy
for Certain Breaches of Concentration Limits:  If, at any time, as a result of the purchase of any Dutch Receivable
there is a breach of the representations in paragraph (a) of Part 2 of Schedule
2 by reference to the Eligibility Criteria set out in paragraphs (c) of
Schedule 1 in circumstances where the credit rating of any Eligible
Obligor Country or any Obligor has been downgraded prior to the relevant
Purchase Date when such Dutch Receivable was purchased and the Dutch
Originators certify that they were not, on the relevant Purchase Date, aware of
such downgrading, then on each succeeding Purchase Date thereafter, the Dutch
Originators and the European Receivables Warehouse Company shall select Dutch
Receivables to be purchased by the European Receivables Warehouse Company so as
to result in the breach being rectified, to the extent that such Dutch Receivables
are available to be sold and purchased and the Dutch Originators shall only be
obliged to comply with the requirements set out in Clause 11.1 in respect
of such Dutch Receivables if the breach has not been rectified in this way by
the Calculation Date following the date on which the Dutch Originators became
aware of such downgrading.


 


11.3                           If any representation or warranty set out in Part 1 of
Schedule 2 proves to have been incorrect when made and remains incorrect,
the European Receivables Warehouse Company shall be entitled generally to all
remedies available to it under Dutch or, as the case may be, German law
(including, without limitation, an action for damages) for breach of warranty
against the relevant Dutch Originator and the Parent, respectively.


 


11.4                           Recoupment of Value Added Tax: For the purpose of ensuring recoupment of any value added tax
forming part of a Dutch Receivable:


 


(a)                                  all or part of which remains unpaid after the statutory period for
purposes of claiming bad debt relief has elapsed; or


 


13

















 


(b)                                 which or the Face Amount of which is, or would be, reduced, adjusted
or cancelled by a Dutch Originator,


 


each Dutch Originator will use its reasonable
endeavours to recover such value added tax (or the appropriate part thereof)
from the appropriate tax authorities, and shall, to the extent that the
European Receivables Warehouse Company or the European Master Purchaser has not
already been fully compensated for the non-receipt of such part of the Dutch
Receivables as is equal to the valued added tax charged thereon, promptly remit
the net amount not so compensated to the European Receivables Warehouse Company
and, until so remitted, will hold in trust for the European Master Purchaser such
net amount from any value added tax recovered by the relevant Dutch Originator
in respect thereof (and any such net amount will be paid into the relevant
Dutch Collection Account).  Each Dutch
Originator will make such accounting write-offs and transfers and raise such
credit notes as may be necessary or desirable for this purpose, and take all
such other steps as may be reasonably requested by the European Receivables
Warehouse Company or the European Master Purchaser. At the request of the
relevant Dutch Originator and whether or not any amounts are payable to the
European Receivables Warehouse Company under this Clause 11, the European
Receivables Warehouse Company may, or at such time as the European Receivables
Warehouse Company is fully compensated, will reassign or re-transfer to the
relevant Dutch Originator, who will accept such re-assignment or re-transfer of
any such Dutch Receivable (for a nil or nominal consideration) solely for the
purpose of facilitating recoupment of such value added tax, but only to the
extent that the relevant Dutch Receivable has been re-assigned or
re-transferred to the European Receivables Warehouse Company by the European
Master Purchaser.


 


Protection of
European Receivables Warehouse Company, the European Master Purchaser and the
Buhrmann European Noteholders; Further Assurance


 


12.1                           Subordination
of Dutch Originators’ Rights:  Notwithstanding any other provision of this Agreement, or the
winding-up of any Dutch Originator, the European Receivables Warehouse Company
or the European Master Purchaser, until one year and one day has elapsed
following the later of (a) the payment of all sums outstanding and owing
in respect of the European Receivables Warehouse Company Secured Obligations
and (b) the payment of all sums outstanding and owing in respect of the
European Master Purchaser Secured Obligations, no Dutch Originator shall take
any proceedings against the European Receivables Warehouse Company or the
European 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 European
Receivables Warehouse Company or the European Master Purchaser under this
Agreement or any of the Transaction Documents or otherwise.


 


12.2                           Further
Assurance:  Each of the Dutch
Originators 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 European Receivables Warehouse Company may reasonably request in order
to perfect, protect or more fully evidence the European Receivables Warehouse
Company’s or the European Master Purchaser’s ownership interest in the Dutch
Receivables and any proceeds thereof without, however, giving notice to the
Obligors (except in the circumstances contemplated in Clause 8.1).


 


12.3                           Enforcement:  Each of the Dutch Originators hereby
irrevocably consents to:


 


(a)                                  the European Receivables Warehouse Company (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 the relevant Dutch Originator in respect of any of the purchased Dutch
Receivables; and


 


(b)                                 the Security Agent at any time commencing proceedings on behalf of
the European Receivables Warehouse Company Secured Creditors and/or the
European Master Purchaser Secured Creditors in respect of any of their
respective rights hereunder and under the other Transaction Documents.


 


14

















 


12.4                           Fiduciary
Agent:  The Dutch
Originators shall hold as fiduciary agent for the sole benefit of the European
Receivables Warehouse Company any contracts and other documentary items and
evidence relating to all outstanding Dutch Receivables at the offices specified
in Clause 7.2 of the Framework Deed.


 


12.5                           Currency
Indemnity: If any payment under this Agreement is made or fails to be satisfied
in a currency (the payment currency)
other than the currency in which such payment is expressed to be due (the contractual currency)
then the Dutch Originator as a separate and independent obligation shall
indemnify and hold harmless (on an after Tax basis) the European Receivables
Warehouse Company to the extent that the amount of the payment actually
received by the European Receivables Warehouse Company when converted into the
contractual currency by the European Receivables Warehouse Company purchasing
the contractual currency (with the sum received) falls short of the amount
expressed to be due.


 


12.6                           Payment
to Dutch Originator’s Account:  Whenever
any amount is due, owing or payable to any of the Dutch Originators under or in
connection with this Agreement, payment of such sum in cleared funds into the
relevant Dutch Originator’s bank account shall constitute a complete discharge
of the obligation to pay such amounts.


 


12.7                           Appropriation
of Payments:  If a person owing a
payment obligation in respect of a Dutch Receivable makes a general payment to
a Dutch Originator on account both of a Dutch Receivable which the European
Receivables Warehouse Company has purchased or agreed to purchase and of any
other moneys due for any reason whatsoever to the Dutch Originator and makes no
apportionment between them then such payment shall be treated as though the
person had appropriated it first to the Dutch Receivable which the European
Receivables Warehouse Company has purchased or agreed to purchase and the
proceeds of or comprised in such payment up to the full amount due or to become
due in respect of the Dutch Receivable shall accordingly be the property of the
European Receivables Warehouse Company and the Dutch Originator shall
immediately and without deduction transfer that amount in accordance with
Clause 2.2 of each Dutch Collection Account Agreement and shall in the meantime
hold such moneys as fiduciary agent for the European Receivables Warehouse
Company).


 


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


 


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


 


15

















 


SCHEDULE 1


 


Dutch Eligibility Criteria


 


In order for a Dutch Receivable to meet the
Dutch Eligibility Criteria, the Dutch Receivable or the relevant Contract, as
the case may be, from which it is derived must satisfy the following:


 


(a)                                  Ordinary
Course of Business:  it has been
originated by the Dutch Originator in the ordinary course of business from the
sale of goods or services of the relevant Dutch Originator, represents the
purchase price of specified goods or services supplied and is set out in an
Invoice delivered by the Dutch Originator and is non-interest bearing;


 


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


 


(c)                                  Country
Limits:  it is payable by an
Obligor incorporated in or acting through a branch located in an Eligible
Obligor Country and purchase of the relevant Dutch Receivable will not cause
the Maximum Country Limit to be exceeded;


 


(d)                                 Currency: 
it is denominated and payable in euro;


 


(e)                                  Maximum
Term:  it is payable within
a maximum period of 90 days from the invoice date;


 


(f)                                    Assignability: 
it can be freely and validly transferred by way
of assignment to the European Receivables Warehouse Company 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 Dutch Receivable arises;


 


(g)                                 No Defaults etc:  the relevant Dutch Originator
is not in default under the terms of the Contract from which the Dutch Receivable arises;


 


(h)                                 Obligor:  the Obligor in respect of the Dutch Receivable is not bankrupt or
insolvent or in liquidation, administration, receivership or subject to any
analogous procedure.


 


(i)                                     Governing Law:  the
Contract under which any obligation to make payment in respect of that Dutch
Receivable arises is governed by the law of The Netherlands;


 


(j)                                     Non-Affiliated Obligor:  the Obligor in respect of
the Dutch Receivable is not another member of the Buhrmann Group;


 


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


 


(l)                                     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


 


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


 


16

















 


SCHEDULE 2


 


Part
1


Representations and Warranties
relating to the Dutch Originators


 


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


 


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


 


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


 


(d)                                 Non-Violation:  the execution, signing and delivery of the 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 directors imposed by or
contained in:


 


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


 


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


 


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


 


(e)                                  Consents: 
no authorisation, approval, consent, licence,
exemption, registration, recording, filing or notarisation and no payment of
any duty or tax and no other action whatsoever which has not been duly and
unconditionally obtained, made or taken is required to ensure (i) the creation,
validity, legality, enforceability or priority of its liabilities and
obligations or of the rights of the European Receivables Warehouse Company, the
European Master Purchaser or the Security Agent against it under the
Transaction Documents or (ii) the effective sale, substitution and transfer of
Dutch Receivables to the European Receivables Warehouse Company subject to and
in accordance with this Agreement;


 


(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 the Dutch Originator or any of its
assets is bound or affected, being a contravention or


 


17

















 


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


 


(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 material claim is being asserted with respect to Taxes which is not
disclosed in the most recent financial statements delivered in accordance with
Clause 8.4(a)(i) or (ii);


 


(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 audited financial statements, there has
been no change in its financial condition or its operations so as to have a
material adverse effect on its ability to perform its obligations under the
Transaction Documents;


 


(j)                                     No Security:  there is no Encumbrance
over or in relation to any of its Dutch Collection Accounts (or the proceeds of
or any interest in such accounts) 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 sale of Dutch Receivables under this Agreement or any other
obligation or transaction contemplated in the Transaction Documents;


 


(l)                                     No
Buhrmann Termination Event, Potential Buhrmann Termination Event, European Stop
Funding Event or Early European Amortisation Event:  no Buhrmann Termination Event, Potential
Buhrmann Termination Event, European Stop Funding Event or Early European
Amortisation Event has occurred;


 


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


 


(n)                                 Data Files: the
information contained in the most recent Invoices File and Counterparty File
delivered by each Dutch Originator does not contain any statement which is
untrue, misleading or inaccurate in any material respect or omit to state any
fact or information the omission of which makes the statements therein untrue,
misleading or inaccurate in any material respect;


 


(o)                                 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 Dutch Receivables,
the risks associated with the portfolio of Dutch


 


18

















 


Receivables or the risks
associated with the transactions and arrangements contemplated in the Transaction
Documents;


 


(p)                                 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 will have a
material adverse effect on its ability to perform its obligations under the
terms of the relevant Agreement exists or is threatened to exist at the present
time;


 


(q)                                 Ownership: it is a
wholly-owned subsidiary of Buhrmann N.V.;


 


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


 


(s)                                  Financial assistance:  the execution and delivery
of the Transaction Documents and the performance of the transactions
contemplated hereby do not involve the giving of financial assistance by any
Dutch Originator.


 


19

















 


SCHEDULE 2


 


Part
2


Representations and Warranties
relating to the Dutch Receivables


 


(a)                                  Dutch Eligibility Criteria: each Dutch Receivable complies in all respects with the Dutch
Eligibility Criteria set out in Schedule 1;


 


(b)                                 Ownership
of Dutch Receivables: it is immediately prior to the Purchase Date
the sole legal and beneficial owner of each Dutch Receivable and is entitled to
sell and assign and is selling and assigning it to the European Receivables
Warehouse Company free from any Encumbrance;


 


(c)                                  Transfer
and Good Title:  (i) in relation
to each Dutch Receivable, the information set out in each Invoices File and
Counterparty File and the particulars of each Dutch Receivable set out in any
other information and statements of any kind supplied or to be supplied to the
European Receivables Warehouse Company as evidence of or relating to a Dutch
Receivable are true, accurate, correct, complete and not misleading; (ii) on
completion of the sale of the Dutch Receivable in accordance with Clause 4
hereof, the European Receivables Warehouse Company will obtain good and
marketable title thereto and will have beneficial title in and to such Dutch
Receivables; (iii) there are no legal, regulatory or contractual
restrictions or binding no personal obligations orders which prevent the sale
and transfer of title of the Dutch Receivables to the European Receivables
Warehouse Company; and (iv) no Contract from which a Dutch Receivable
derives contains any obligations of the relevant Dutch 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 the Dutch Receivable arises have been delivered,
dispatched or supplied to the relevant customer (or its agent or bank (as
appropriate)) and 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 the Dutch Receivable may be dependent have
been fulfilled; no default, breach or violation has occurred under the contract
and no event which could constitute such a default, breach or violation has
occurred; and the Invoice in respect of the Dutch Receivable has been
despatched to the Obligor;


 


(e)                                  Valid and Binding:  the
Contract under which the Dutch Receivable arises and the Dutch Receivable
(including all associated rights) (i) are duly authorised by the relevant
Dutch Originator and the other parties thereto; (ii) are legally valid and
binding obligations of each of the relevant parties thereto which are and will
be enforceable against such parties in accordance with their terms and comply
with all statutory and other requirements for their validity.  There is no fact, circumstance, act,
omission or state of affairs which could constitute a breach of any warranty,
term or condition of the Contract or which would permit the 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 any Obligor (or any other person who is liable to make a payment in
respect of the Dutch Receivable) with any reason, justification, excuse or
defence of any kind for not making timely payment in full of the whole amount
due in respect of the Dutch Receivable;


 


(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 the Dutch Receivable
arises which in any material way adversely affects the terms of the Dutch
Receivable, or its enforceability or collectability;


 


20

















 


(g)                                 No Violation:  neither
the Dutch Receivable nor the Contract under which it arises contravenes in any
material respect any relevant applicable laws, rules or regulations and the
Dutch Originator has not and, so far as it is aware no other party to the
Contract has, contravened any such law, rule, regulation or of any agreement,
judgment, injunction, order, decree or other instrument binding upon any of
them, in each case which in any way adversely affects the enforceability or
collectability of the Dutch Receivable;


 


(h)                                 Business, Credit and Collection Policy:  (i) the Dutch Originator has complied with
the Buhrmann Operating Procedures in entering into the Contract under which the
Dutch Receivable arises and in relation to the administration of each such
Dutch Receivable to the date on which it is purchased hereunder (which criteria
have been consistently applied in the management of the business of the Dutch
Originators); and (ii) the Dutch Originator has taken steps to require that
each Obligor makes payment of each Dutch Receivable to one of the Dutch
Collection Accounts;


 


(i)                                     Documentary Sales:  (i) if the Contract under which a Dutch Receivable arises provides
for payment by means of a letter of credit, the letter of credit has been opened
and advised to the relevant Dutch Originator; all documents upon which payment
of the credit depends have been validly tendered to the issuing or confirming
bank and conform to the terms of the credit; there are no circumstances (either
in relation to the underlying sale transaction or in relation to the credit)
which would provide the bank with any justification for not making timely
payment of the credit in full or give rise to any grounds for payment of the
credit to be rejected; and the credit and the proceeds of the credit have not
been paid, transferred, discounted, assigned, charged, sold or otherwise dealt
with in any manner whatsoever (whether separately from the right to payment
under the sale contract or otherwise) and the right to payment in respect of
the underlying contract of sale has not been discharged or dealt with in any
manner whatsoever;


 


(ii)                                  if the contract under which a Dutch Receivable arises provides for
payment by means of a bill of exchange or promissory note, the bill of exchange
or promissory note has been drawn on and/or accepted by a bank; the bill of
exchange or promissory note complies with all requirements for its validity
under all applicable laws; it has not been paid, transferred, discounted,
assigned, charged, sold, endorsed or otherwise dealt with in any manner
whatsoever (whether separately from the right to payment under the sale
contract or otherwise); and the right to payment in respect of the underlying
Contract of sale has not been discharged or dealt with in any manner
whatsoever;


 


(j)                                     No Termination or Defence:  the Contract under which the Dutch 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 each purchased Dutch Receivable when due;


 


(k)                                  Set-off: 
there is not and the Dutch Originators are not
aware of any circumstances which would give rise to:


 


(i)                         any right of set-off, counterclaim, defence, or deduction in respect
of any Dutch Receivable;


 


(ii)                      any credit note, discount, allowance or reverse invoice which has
been made or granted to any Obligor in relation to the same or any other
transaction which remains outstanding, unless such credit note, discount,
allowance or reverse invoice is reflected in the Face Amount of the Dutch
Receivable when sold and in its Purchase Price.


 


(l)                                     Fraud,
Dispute or Amendment:  the
Contract under which the Dutch 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


 


21

















 


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 the
Dutch Receivable;


 


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


 


(n)                                 Segregation:  with effect from the time when the Dutch
Receivable is purchased by the European Receivables Warehouse Company, unless
immediately on-sold to the European Master Purchaser pursuant to the Onward
Dutch Master Receivables Purchase Agreement, the “Bought by European
Receivables Warehouse Company” column contained in the Invoices File in respect
of the relevant Dutch Receivable and which is contained in the computer systems
of the European Receivables Warehouse Company will clearly designate a “1”
(indicating “yes”) indicator showing the relevant Dutch Receivable as having
been sold to the European Receivables Warehouse Company and that it and all
amounts collected in respect of it belong to the European Receivables Warehouse
Company and are held by the Dutch Originator only in its capacity as the
collecting agent of the European Receivables Warehouse Company;


 


(o)                                 The
Dutch Originators’ Records:  the Dutch Originators have maintained
records relating to each Dutch Receivable which are accurate and complete in
all material respects and which are sufficient to enable such Dutch Receivable
to be enforced against the relevant Obligor and such records are held by or to
the order of the relevant Dutch Originator;


 


(p)                                 Selection:  the Dutch Receivables are 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;


 


(q)                                 No Taxes:


 


(i)                  the Dutch Receivables are not subject to any withholding taxes and
are assignable free and clear of any VAT, sales taxes, withholding taxes,
export/import taxes, acquisition taxes, transfer taxes or any other Taxes,
charges, levies, duties or imposts;


 


(ii)               except
for taxation on its own net profit payable in the jurisdiction of its
incorporation, neither the European Receivables Warehouse Company nor the
European Master Purchaser will be subject to any Taxes, charges, levies, duties
or imposts arising from its ownership of the Dutch Receivable or from any
exercise of any rights it may have as a consequence of ownership of the Dutch Receivables;
and


 


(iii)            neither
the European Receivables Warehouse Company nor the European Master Purchaser
can in any other way be liable for any Tax in the jurisdiction in which the
Obligor in respect of any Dutch Receivable resides;


 


(r)                                    Data
Protection:  the disclosure of
information relating to the Obligor of each Dutch Receivable as contemplated by
this Agreement is not contrary to data protection laws in the Originator
Country;


 


(s)                                  Amendments to Credit and Collection Policy:  the Buhrmann Operating Procedures have not been amended
since the MTN Closing Date, which amendment has affected or would affect
adversely the collectability, enforceability or credit quality of a Dutch
Receivable originated by the Dutch Originator or any Dutch Receivable newly originated
by the Dutch Originator without the prior written consent of the European
Receivables Warehouse Company, the European Master Purchaser and subject to
satisfaction of the Rating Condition, or unless required under an applicable
law;


 


22

















 


(t)                                    Arms length: 
each sale and assignment of Dutch Receivables in accordance with this
Agreement has been made by each Dutch Originator on arm’s length terms; and


 


(u)                               Purchases not Prohibited:  no applicable law, regulation, order, judgment or decree of
any government entity of The Netherlands or the jurisdiction under the laws of
which the relevant Dutch Originator is organised or resident or the European
Union prohibits or enjoins the sale and assignment of Dutch Receivables.


 


23

















 


SCHEDULE 3


 


Form of Dutch Originator Solvency Certificate


 


The undersigned, [DUTCH ORIGINATOR], is able to pay its debts as they fall due,
and does not suspend 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.


 


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.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  [DUTCH
  ORIGINATOR]

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  



 


24

















 


SCHEDULE 4


 


Form of Compliance Certificate


 


To                                 Deutsche Trustee Company Limited 

Winchester House

1 Great Winchester Street

London EC2N 2DB



Buhrmann Silver S.A.

400 Route d’Esch

L-1471 Luxembourg


 


This certificate is delivered to you in
accordance with Clause 8.4(a) of the Dutch Master Receivables Purchase
Agreement dated 27 September 2000 as amended and restated on 18 July 2002 (the Dutch Master Receivables Purchase
Agreement). The definitions contained in the Master Definitions
and Framework Deed dated 27 September 2000, as amended and restated on 28
September 2001 and 18 July 2002, shall apply to this certificate.  The date of this certificate is
          
          .


 


We 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 [European Closing Date](3)/[the date of
the last certificate delivered under Clause 8.4(a)]](4); and


 


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


 


[DUTCH
ORIGINATOR]


 


	
   

  	
   

  
	
  Director

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  



 












(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 relevant Dutch Originator has failed to comply with any obligation, give
details; otherwise delete.


 


25

















 


SCHEDULE 5


 


Form of Security Agent Power of Attorney


 


THIS POWER OF
ATTORNEY is given on
[                              ]
by DUTCH ORIGINATOR (registered
number                    )
whose registered office is at
[                    ](the
Principal) in favour
of DEUTSCHE TRUSTEE COMPANY LIMITED in
its capacity as the Security Agent (the Attorney) whose registered office is at Winchester
House, 1 Great Winchester Street, London EC2N 2DB.


 


1.                                       The Principal may from time to time make offers to sell (each a Dutch Originator Offer to Sell)
to Buhrmann Silver S.A. (the European Receivables Warehouse Company) the benefit of
certain receivables entered into in the ordinary course of the Principal’s
business (each a Dutch
Receivable).  If, as a consequence of the European
Receivables Warehouse Company’s acceptance of any Dutch Originator Offer to
Sell, a contract for the sale of a Dutch Receivable is concluded then the
European Receivables Warehouse Company will become the beneficial owner of each
such Dutch Receivable in respect of which a Dutch Originator Offer to Sell has
been accepted (the Securitised
Dutch Receivables).


 


2.                                       The Principal has agreed to appoint the Attorney as its attorney in
the manner hereinafter appearing irrevocably and by way of security for the
performance of such undertakings.


 


Now this deed witnesseth that the Principal hereby appoints the Attorney to be its true and lawful
attorney for it and in its name to do any of the following acts, deeds and
things or any of them as may be within the power of the Principal:


 


1.                                       to demand sue for and receive all moneys due or payable under or in
respect of the Securitised Dutch Receivables provided that any such moneys
received by the Attorney shall be held for the benefit of the European
Receivables Warehouse Company;


 


2.                                       upon payment of such moneys as are referred to in Clause 1
above or of any part thereof to give good receipts and discharges for the same
and to execute such receipts, releases, re-assignments, retrocessions,
documents, instruments and deeds as may be requisite or advisable;


 


3.                                       from time to time to substitute and appoint severally one or more persons
as attorney or attorneys (the Substitute Attorneys) for all or any of the purposes
aforesaid;


 


4.                                       to do every other act or thing and to execute all such deeds,
documents and certificates which the Attorney may deem to be necessary, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Receivables Warehouse Company
and/or the Security Agent in and to any or all of the Securitised Dutch
Receivables and to exercise any rights, powers, remedies and discretions
relating to any of the foregoing as envisaged in the above-mentioned Dutch
Originator Offers to Sell and the Dutch Master Receivables Purchase Agreement
and the said trusts and exercisable by the Principal by reason of it remaining
for the time being legal owner of the Securitised Dutch Receivables,


 


and the Principal hereby
agrees at all times hereafter to ratify and confirm any act, matter or deed
whatsoever the Attorney or any Substitute Attorney shall lawfully do or cause
to be done pursuant to these presents to the extent that such act or acts and
execution are within the power of the Principal and within the contemplation of
this Power of Attorney


 


and the Principal hereby
agrees to indemnify the Attorney or any Substitute Attorney against any loss,
claim, liability or expense imposed upon the said Attorney or any Substitute
Attorney as a result of any action taken by the said Attorney or any Substitute
Attorney pursuant to these presents save where such


 


26

















 


loss, claim, liability or expense arises as a
result (in whole or in part) of the bad faith, negligence or wilful default of
the said Attorney or Substitute Attorney


 


and the Principal hereby
declares that, these presents having been given for security purposes and to
secure continuing obligations of the Principal (including, without limitation,
the implementation of the said trust), the powers hereby created shall not be
affected by the bankruptcy, liquidation, receivership, the making of an administration
order or appointment of an administrative receiver or any other equivalent
event of or affecting the Principal


 


and the laws of The
Netherlands shall apply to this Power of Attorney and the interpretation
thereof and to all acts of the Attorney and/or Substitute Attorney carried out
or purported to be carried out under or pursuant hereto


 


In witness whereof the
Principal has caused this Power of Attorney to be executed as its deed this day
and year first before written.


 


	
  EXECUTED and DELIVERED as a DEED

  	
  )

  
	
  by                    

  	
  )

  
	
  (as duly
  authorised attorney under Power

  	
  )

  
	
  of Attorney
  dated                    )

  	
  )

  
	
  for and on
  behalf of

  	
  )

  
	
  [DUTCH ORIGINATOR]

  	
  )

  



 


27

















 


SCHEDULE 6


 


Form of European Receivables Warehouse
Company Power of Attorney


 


THIS POWER OF
ATTORNEY is given on
[                              ]
by DUTCH ORIGINATOR (registered
number          ) whose
registered office is at
[                              ]
(the Principal) in favour
of BUHRMANN SILVER S.A. in its
capacity as the European Receivables Warehouse Company (the Attorney) whose
registered office is at 400 Route d’Esch, L-1471 Luxembourg.


 


1.                                       The Principal may from time to time make offers to sell (each a Dutch Originator Offer to Sell)
to the Attorney the benefit of certain receivables entered into the ordinary
course of the Principal’s business (each a Dutch Receivable).  If, as a consequence of the Attorney’s acceptance of any Dutch
Originator Offer to Sell, a contract for the sale of a Dutch Receivable is
concluded, then the Attorney will become the beneficial owner of each such
Dutch Receivable in respect of which a Dutch Originator Offer to Sell has been
accepted (the Securitised
Dutch Receivables).


 


2.                                       The Principal has agreed to appoint the Attorney as its attorney in
the manner hereinafter appearing irrevocably and by way of security for the
performance of such undertakings.


 


Now this deed witnesseth that the Principal hereby appoints the Attorney to be its true and lawful
attorney for it and in its name to do any of the following acts, deeds and
things or any of them as may be within the power of the Principal:


 


1.                                       to demand sue for and receive all moneys due or payable under or in
respect of the Securitised Dutch Receivables provided that any such moneys
received by the Attorney shall be held for the benefit of the European
Receivables Warehouse Company;


 


2.                                       upon payment of such moneys as are referred to in Clause 1
above or of any part thereof to give good receipts and discharges for the same
and to execute such receipts, releases, re-assignments, retrocessions,
documents, instruments and deeds as may be requisite or advisable;


 


3.                                       from time to time to substitute and appoint severally one or more
persons as attorney or attorneys (the Substitute Attorneys) for all or any of the purposes
aforesaid;


 


4.                                       to do every other act or thing and to execute all such deeds,
documents and certificates which the Attorney may deem to be necessary, proper
or expedient for all or any of the foregoing purposes; and


 


5.                                       to perfect the title of the European Receivables Warehouse Company
and/or the Security Agent in and to any or all of the Securitised Dutch
Receivables and to exercise any rights, powers, remedies and discretions
relating to any of the foregoing as envisaged in the above-mentioned Dutch
Originator Offers to Sell and the Dutch Master Receivables Purchase Agreement
and the said trusts and exercisable by the Principal by reason of it remaining
for the time being legal owner of the Securitised Dutch Receivables,


 


and the Principal hereby
agrees at all times hereafter to ratify and confirm any act, matter or deed
whatsoever the Attorney or any Substitute Attorney shall lawfully do or cause
to be done pursuant to these presents to the extent that such act or acts and
execution are within the power of the Principal and within the contemplation of
this Power of Attorney


 


and the Principal hereby
agrees to indemnify the Attorney or any Substitute Attorney against any loss,
claim, liability or expense imposed upon the said Attorney or any Substitute
Attorney as a result of any action taken by the said Attorney or any Substitute
Attorney pursuant to these presents save where such


 


28

















 


loss, claim, liability or expense arises as a
result (in whole or in part) of the bad faith, negligence or wilful default of
the said Attorney or Substitute Attorney


 


and the Principal hereby
declares that, these presents having been given for security purposes and to
secure continuing obligations of the Principal (including, without limitation,
the implementation of the said trust), the powers hereby created shall not be
affected by the bankruptcy, liquidation, receivership, the making of an
administration order or appointment of an administrative receiver or any other
equivalent event of or affecting the Principal


 


and the laws of The
Netherlands shall apply to this Power of Attorney and the interpretation
thereof and to all acts of the Attorney and/or Substitute Attorney carried out
or purported to be carried out under or pursuant hereto


 


In witness whereof the
Principal has caused this Power of Attorney to be executed as its deed this day
and year first before written.


 


	
  EXECUTED and DELIVERED

  	
  )

  
	
  AS A DEED by          

  	
  )

  
	
  (as duly authorised attorney under Power

  	
  )

  
	
  of Attorney
  dated                    )

  	
  )

  
	
  for and on behalf of

  	
   

  	
  )

  
	
  [DUTCH
  ORIGINATOR]

  	
   

  	
  )

  



 


29

















 


EXECUTION PAGES


 


Signed by the duly authorised representatives
of the parties.


 


	
  SIGNED by KEES BANGMA

  	
   

  	
  )

  	
   

  	
  KEES BANGMA

  
	
  for and on
  behalf of  )

  	
   

  	
   

  	
   

  	
   

  
	
  BUHRMANN-UBBENS BV

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
   

  	
  )

  	
   

  	
  KEES BANGMA

  
	
  for and on
  behalf of  )

  	
   

  	
   

  	
   

  	
   

  
	
  PROOST en BRANDT BV

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
   

  	
  )

  	
   

  	
  KEES BANGMA

  
	
  for and on
  behalf of  )

  	
   

  	
   

  	
   

  	
   

  
	
  BUHRMANN SILVER S.A.

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by FRANK WIEDEMANN and

  	
   

  	
  )

  	
   

  	
  FRANK WIEDEMANN  NICHOLAS

  
	
  DIBLEY                  )

  	
   

  	
   

  	
   

  	
  NICHOLAS DIBLEY

  
	
  for and on
  behalf of  )

  	
   

  	
   

  	
   

  	
   

  
	
  SILVER SECURITISATION B.V.

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by RAFE MORTON and)

  	
   

  	
  )

  	
   

  	
  RAFE MORTON

  
	
  SUZIE SMITH

  	
   

  	
  )

  	
   

  	
  SUZIE SMITH

  
	
  for and on
  behalf of )

  	
   

  	
   

  	
   

  	
   

  
	
  DEUTSCHE TRUSTEE COMPANY

  	
   

  	
  )

  	
   

  	
   

  
	
  LIMITED

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
   

  	
  )

  	
   

  	
  KEES BANGMA

  
	
  for and on
  behalf of  )

  	
   

  	
   

  	
   

  	
   

  
	
  BUHRMANN N.V.  )

  	
   

  	
   

  	
   

  	
   

  



 


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


 


	
  Buhrmann Silver
  S.A.

  
	
   

  
	
   

  
	
  By KEES
  BANGMA

  



 


30

















 


CONTENTS


 


	
  Clause

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Definitions and Interpretation

  
	
   

  	
   

  
	
  2.

  	
  Offer

  
	
   

  	
   

  
	
  3.

  	
  Acceptance

  
	
   

  	
   

  
	
  4.

  	
  consideration

  
	
   

  	
   

  
	
  5.

  	
  Payment of the purchase price and other
  payments

  
	
   

  	
   

  
	
  6.

  	
  Completion

  
	
   

  	
   

  
	
  7.

  	
  costs, expenses and taxation

  
	
   

  	
   

  
	
  8.

  	
  representations, warranties and
  undertakings

  
	
   

  	
   

  
	
  9.

  	
  Consequences of a Buhrmann Termination
  Event

  
	
   

  	
   

  
	
  10.

  	
  Termination

  
	
   

  	
   

  
	
  11.

  	
  Remedies for Breach of Warranty

  
	
   

  	
   

  
	
  12.

  	
  PROTECTION OF EUROPEAN RECEIVABLES
  WAREHOUSE COMPANY, THE EUROPEAN MASTER PURCHASER AND THE BUHRMANN EUROPEAN
  NOTEHOLDERS; FURTHER ASSURANCE

  
	
   

  
	
  SCHEDULE 1

  
	
   

  
	
  Dutch Eligibility Criteria

  
	
   

  
	
  SCHEDULE 2

  
	
   

  
	
  Part 1
  Representations and Warranties relating to the Dutch Originators

  
	
   

  
	
  SCHEDULE 2

  
	
   

  
	
  Part 2
  Representations and Warranties relating to the Dutch Receivables

  
	
   

  
	
  SCHEDULE 3

  
	
   

  
	
  Form of Dutch Originator Solvency
  Certificate

  
	
   

  
	
  SCHEDULE 4

  
	
   

  
	
  Form of Compliance Certificate

  
	
   

  
	
  SCHEDULE 5

  
	
   

  
	
  Form of Security Agent Power of Attorney

  
	
   

  
	
  SCHEDULE 6

  
	
   

  
	
  Form of European Receivables Warehouse
  Company Power of Attorney

  
	
   

  
	
  13.

  	
  EXECUTION
  PAGES

  



 


31