Exhibit 4.20


 


Master Definitions and Framework
Deed


 


THIS DEED was made on 27 September 2000 and amended and restated on 28
September 2001 and on 18 July 2002


 


Between:


 


(1)                                 BUHRMANN N.V.,  a company incorporated in The Netherlands
(registered number 33250021) whose registered office is at Hoogoorddreef 62,
1101 BE Amsterdam Zuidoost, The Netherlands (the Parent);


 


(2)                                 BUHRMANN
US INC., a company incorporated in Delaware
(registered number 99 94 582) whose registered office is at Corporation Trust
Centre, 1209 Orange Street, Wilmington, County of New Castle, Delaware,
United States (Buhrmann
US);


 


(3)                                 BUHRMANN STAFDIENSTEN
B.V., a limited liability company incorporated in
The Netherlands (registered number BV243180) whose registered office is at
Hoogoorddreef 62, 1101BE Amsterdam Zuidoost, The Netherlands (the Master Servicer);


 


(4)                                 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 Netherlands (the European  Master Purchaser);


 


(5)                                 BUHRMANN SILVER US LLC, a
limited liability company formed under the law of the State of Delaware having
its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington
Delaware and having its principal
place of business at 1 Environmental Way, Broomfield,
Colorado 80021-3416 (the US
Master Purchaser and, together with the European Master
Purchaser, the Master
Purchasers);


 


(6)                                 BUHRMANN SILVER S.A., a limited liability company incorporated in Luxembourg (registered
number 75881) whose registered office is at 400 Route d’Esch, L-1471 Luxembourg (the European  Receivables Warehouse Company);


 


(7)                                 BUHRMANN EUROPCENTER N.V., a limited liability company incorporated in Belgium (registered
number 84665) whose registered office is at Bodemmstratt 11, bus 1, B-3830
Wellen, Belgium (Europcenter);


 


(8)                                 BUHRMANN FINED B.V.,  a limited liability
company incorporated in The Netherlands (registered number 33149244) whose
registered office is at Hoogoorddreef 62, 1101 BE Amsterdam, The Netherlands
(the Initial
Subordinated Buhrmann European Note Purchaser  which expression shall include any person
that accedes to the terms of the European Master Purchaser Funding Deed
thereunder and together with any other person that accedes to the terms of the
European Master Purchaser Funding Deed, the Subordinated  Buhrmann European Note Purchasers
and each a Subordinated
Buhrmann European Note
Purchaser) and as Jersey Company Subordinated Note Purchaser
under the Jersey Company Subordinated Note Purchase Facility (the Jersey Company Subordinated Note
Purchaser);


 


(9)                                 BÜHRMANN-UBBENS B.V., a limited liability company incorporated in The Netherlands
(registered number 08000089) whose registered office is at Pollaan 1, 7202 BV
Zutphen and PROOST EN BRANDT B.V.,
a limited liability company incorporated in The Netherlands (registered number
33002333) whose registered office is at Stammerkamp 1, 1112 VE Diemen, The
Netherlands, each as an Originator under the Dutch Master Receivables Purchase
Agreement (in such capacity, each an Initial Dutch Originator) and as a
Sub-Servicer under the Dutch Servicing Agreement (in such capacity, each an Initial Dutch Sub-Servicer);


 

















 


(10)                          ROBERT HORNE GROUP PLC (formerly known as Robert Horne Paper Company Limited), a public
limited liability company incorporated in England and Wales (registered number
00584756) whose registered office is at Huntsman House, Mansion Close, Moulton
Park, Northampton NN3 6LA; THE HOWARD SMITH
PAPER GROUP LIMITED, a limited liability company incorporated in
England and Wales (registered number 01138498) whose registered office is at
Sovereign House, Rhosili Road, Brackmills, Northampton NN4 0JE; and THE M6 PAPER GROUP LIMITED, a limited
liability company incorporated in England and Wales (registered number
02755905) whose registered office is at Motorway House, Charter Way,
Hurdsfield, Macclesfield, Cheshire SK10 2NY, each as an Originator under
any English Receivable Sale Contract (in such capacity, each an Initial English Originator)
and as a Sub-Servicer under the English Servicing Agreement (in such capacity,
each an Initial English
Sub-Servicer);


 


(11)                          CORPORATE
EXPRESS OFFICE PRODUCTS, INC., a Delaware
corporation having its principal place of business at 1 Environmental Way,
Broomfield, Colorado 80021-3416 (Corporate Express), as an Originator under
the US Contribution Agreement (in such capacity, an Initial US Originator)
and as a Sub-Servicer under the Servicing Agreement (in such capacity, an Initial US Sub-Servicer);


 


(12)                          CORPORATE
EXPRESS OF TEXAS, INC.,  a Delaware corporation having its principal place of business
at 1 Environmental Way, Broomfield, Colorado 80021-3416 (Corporate Express Texas),
as an Originator under the US Contribution Agreement (in such capacity an Initial US Originator,
and together with the other Initial US Originator, the Initial US Originators,
and the Initial US Originators together with the Initial Dutch Originators and
the Initial English Originators, the Initial Originators) and as a Sub-Servicer
under the Servicing Agreement (in such capacity, an Initial US Sub-Servicer,
and together with the other Initial US Sub-Servicer, the Initial US Sub-Servicers,
and the Initial US Sub-Servicers together with the Initial Dutch Sub-Servicers
and the Initial English Sub-Servicers, the Initial Sub-Servicers)


 


(13)                          DEUTSCHE TRUSTEE COMPANY LIMITED (formerly known as Bankers Trustee Company Limited),  a limited liability company incorporated
in England and Wales (registered number 00338230) whose registered office  is at Winchester House, 1 Great Winchester
Street, London EC2N 2DB (as 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 Master Purchaser Security Documents; as the MTN Trustee under the MTN Trust Deed,
which expression
shall  include
such person and all other person or persons for the time being acting as the
trustee pursuant to the MTN Trust Deed; and as the MTN Security Trustee
under the MTN Issuer Deed of Charge, which expression shall  include such person and all other person or
persons for the time being acting as the security trustee pursuant to the MTN
Issuer Deed of Charge);


 


(14)                          DEUTSCHE BANK AKTIENGESELLSCHAFT, acting through its office at Große Gallusstraße 10-14, D-60272
Frankfurt am Main, Germany in its capacity as agent for the Jersey Company
Liquidity Banks under the Jersey Company Liquidity Facility Agreement referred
to below (the Jersey
Company Liquidity Agent, which expression shall include its
successors and persons deriving title under the Jersey Company Liquidity
Facility Agreement as Jersey Company Liquidity Agent thereunder); as Jersey
Company Overdraft Bank under the Jersey Company Overdraft Facility Agreement
referred to below (the Jersey
Company Overdraft Bank which expression shall include its
successors and persons deriving title under it as Jersey Company Overdraft Bank
thereunder); as Jersey Company L/C Bank under the Jersey Company Standby Letter
of Credit Agreement referred to below (the Jersey Company L/C Bank which expression
shall include its successors and persons deriving title under it as Jersey
Company L/C Bank thereunder); as Jersey Company Cash Administrator under the
Jersey Company Cash Administration Agreement referred to below (the Jersey Company Cash Administrator
which expression shall include any person appointed as Jersey Company Cash
Administrator thereunder); and, acting through its office at
Taunusanlage 12, 60325


 


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Frankfurt in its capacity as Jersey Company
Account Bank under the Jersey Company Cash Administration Agreement referred to
below (the Jersey
Company Account Bank which expression shall include any person
appointed as Jersey Company Account Bank thereunder);


 


(15)                          DEUTSCHE BANK AG,
Amsterdam Branch, acting through its office
at Herengracht 450, 1017 CA Amsterdam as European Master Purchaser Account Bank
under the Cash Management Agreement referred to below (the European  Master Purchaser Account Bank
which expression shall include any person appointed as European Master
Purchaser Account Bank thereunder) as European Receivables Warehouse Company
Account Bank under the Cash Management Agreement (the European Receivables Warehouse
Company Account Bank which expression shall include any person
appointed as European Receivables Warehouse Company Account Bank thereunder),
as MTN Issuer Account Bank under the Cash Management Agreement (the MTN Issuer Account Bank
which expression shall include any person appointed as MTN Issuer Account Bank
thereunder) and as MTN Issuer Liquidity Facility Provider under the MTN Issuer
Liquidity Facility Agreement (the MTN Issuer Liquidity Facility Provider);


 


(16)                          DEUTSCHE BANK AG LONDON, acting through its office at Winchester House, 1 Great
Winchester Street, London EC2N 2DB as Cash Manager under the Cash Management
Agreement referred to below (the Cash Manager which expression shall include
any person appointed as Cash Manager thereunder), as MTN Agent under the MTN
Agency Agreement referred to below (the MTN Agent which expression shall include any
person appointed as MTN Agent thereunder) and as MTN Dealer (the MTN Dealer) and MTN
Arranger under the MTN Programme Agreement;


 


(17)                          DEUTSCHE BANK LUXEMBOURG S.A.,  acting through its
office at 2 Boulevard Konrad Adenauer, L-115 Luxembourg as Luxembourg MTN
Paying Agent under the MTN Agency Agreement (the Luxembourg MTN Paying Agent which
expression shall include any person appointed as Luxembourg MTN Paying Agent
thereunder);


 


(18)                          DEUTSCHE BANK AG, New York, acting through its office at 31 West 52nd Street, New York, New
York 10019 as US Master Purchaser Account Bank under the Cash Management
Agreement referred to below (the US Master Purchaser Account Bank which
expression shall include any person appointed as US Master Purchaser Account
Bank thereunder);


 


(19)                          RHEINGOLD
NO. 11  LIMITED,  a limited liability company
incorporated in Jersey having its registered office at Whiteley Chambers, Don Street,
St. Helier, Jersey, JE4 9WG, Channel Islands (as the Jersey Company and as
the Initial Buhrmann
Note Purchaser);


 


(20)                          SILVER
FUNDING LIMITED,
a public company incorporated with limited liability in Jersey (registered
number 78721) having its registered office at Whiteley
Chambers, Don Street, St. Helier, Jersey, JE4 9WG, Channel Islands (the MTN  Issuer);


 


(21)                          RHEINGOLD
SECURITISATION LIMITED,  a limited liability company
incorporated in Jersey having its registered office at Whiteley Chambers, Don Street,
St. Helier, Jersey, JE4 9WG, Channel Islands (the CP  Issuer);


 


(22)                          DEUTSCHE
INTERNATIONAL CORPORATE SERVICES LIMITED, a limited
liability company incorporated in Jersey having its registered office at St.
Paul’s Gate, New Street, St. Helier, Jersey, Channel Islands (as the Jersey Company Security
Trustee
and the MTN Issuer
Corporate Administrator); and


 


(23)                          PRICEWATERHOUSECOOPERS a United Kingdom partnership whose principal place of business is
1 Embankment Place, London WC2N 6RH England (the Liquidation Servicer).


 


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Whereas:


 


(A)                              The Originators wish to sell from time to time and the European
Receivables Warehouse Company and the US Master Purchaser wish to purchase from
time to time Receivables, together with the benefit of the Ancillary Rights
relating thereto, on the terms and subject to the conditions set out in the
relevant European Master Receivables Purchase Agreements or the US Contribution
Agreement, as the case may be.


 


(B)                                The European Receivables Warehouse Company wishes to on-sell from
time to time and the European Master Purchaser wishes to purchase from time to
time the Receivables, together with the benefit of the Ancillary Rights
relating thereto, purchased by the European Receivables Warehouse Company from
the Originators, on terms subject to the conditions set out in the relevant
Onward European Master Receivables Purchase Agreements.


 


(C)                                In connection therewith each of the parties hereto will enter into
the Transaction Documents (as amended and restated as of the date hereof, as
the case may be) to which it is a party and each of the parties wishes to
record its agreement regarding the incorporation of the definitions, and
interpretation of certain words and expressions, contained in Clause 2 into the
relevant Transaction Documents (as amended and restated as of the date hereof,
as the case may be) to be entered into amongst themselves on or about the date
of this Deed.


 


(D)                               Each of the parties hereto wishes to record its agreement regarding
the incorporation of the provisions set out in Clauses 3 to 17 and the
definitions set out in Clause 2 into the Transaction Documents (as amended and
restated as of the date hereof, as the case may be) and which are to be
executed among themselves on or about the same date of this Deed.


 


(E)                                 Each of the parties hereto wishes to record its agreement to the
accession to this Deed from time to time of further Buhrmann Group companies as
Originators and Sub-Servicers and to the making of certain amendments to the
definitions contained within Clause 2 of this Deed to give effect to the
same upon and subject to the terms of this Deed and the other Transaction
Documents.


 


Interpretation


 


1.1                                 Capitalised terms in this Deed (including the Recitals) shall, except
where the context otherwise requires and save where otherwise defined herein,
bear the meanings ascribed to them in Clause 2.1 (as the same may be
amended, varied or supplemented from time to time with the consent of the
parties hereto) and this Deed (including the Recitals) shall be construed in
accordance with the principles of construction set out in Clauses 2.2 to
2.7.


 


1.2                                 Where any party hereto from time to time acts in more than one
capacity hereunder, the provisions of this Deed shall apply to such party as
though it were a separate party in each such capacity except insofar as they
may require such party in one capacity hereunder to give any notice or
information to itself in another capacity.


 


Definitions


 


2.1                                 In any agreement, instrument or deed expressly and specifically
incorporating by reference this Master Definitions and Framework Deed the
following expressions shall, except where the context otherwise requires and
save where otherwise defined therein, have the following meanings:


 


AA Required
Reserve Amount means, on any
Business Day and in respect of an Agreed Currency:


 


(A x B) + C + D +E


 


where,


 


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A                                      is the AA Reserve Percentage in respect of such Agreed Currency as
at the immediately preceding Calculation Date;


 


B                                        is (i) (in the case of Securitised European Receivables) the
aggregate of the Face Amounts of Securitised Receivables (including any
Receivables which are to be purchased by the European Master Purchaser on such
Business Day) denominated in that Agreed Currency on each Business Day less any
Defaulted Receivables and Written-off Receivables denominated in that Agreed
Currency less                           in that Agreed Currency, the sum of (a) Dilutions; (b) items C and E
set out below; (c) Excess Concentrations; and (d) Unallocated Cash Proceeds and
(ii) (in the case of Securitised US Receivables) the US Net Pool Balance;


 


C                                        is in the case of each Agreed Currency (other than US Dollars) the
sum of (i) the Rebate Dilutions in respect of such Agreed Currency on that
Business Day and (ii) the product of (a) the highest of the Rebate Dilution
Monthly Accruals in respect of such Agreed Currency as at the twelve previous
Calculation Dates and (b) 110  per cent.;


 


D                                       is, in the case of US Dollar the sum of (i) the Rebate Dilutions on
that Business Day and (ii) the product of (a) the product of the highest of the
Average Rebate Dilution Monthly Accruals as at the twelve previous Calculation
Dates and 110 per cent; and (b) the Loss Horizon; and


 


E                                         is, in the case of each Agreed Currency the product of (a) the
highest of the Discount Dilution Monthly Accruals in respect of such Agreed
Currency as at the twelve previous Calculation Dates and (b) 110 per cent.;


 


AA Reserve
Percentage means, on any Business
Day and in respect of an Agreed Currency:


 


(i)                                     if A is greater than or equal to either B or C, then A; or


 


(ii)                                  if A is less than either B or C, then the greater of B or C,


 


where:


 


A                                      is the Reserve Floor Percentage on that Business Day in the relevant
Agreed Currency;


 


B                                        is the Reserve Floor in respect of the such Agreed Currency as at
the immediately preceding Calculation Date; and


 


C                                        is the sum of the Default Reserve Percentage and the Dilution
Reserve Percentage in respect of such Agreed Currency as at the immediately
preceding Calculation Date save that in component ‘D’ of the definition of
Default Reserve Percentage, for these purposes, the relevant multiplier shall
be 2.25 and in component ‘B’ of the definition of Dilution Reserve Percentage,
for these purposes, the relevant multiplier shall be 2.25;


 


ABN AMRO Dutch Collection Accounts means the accounts in the name of Bührmann-Ubbens B.V. (account
no. 48-63-85-221, 50-05-22-111 and 58-81-42-573) with ABN AMRO Bank N.V.;


 


ABN AMRO  Dutch
Collection Account Agreement means the collection account
agreement dated the European Closing Date, as amended and restated on 26
November 2001 and on or before the MTN Closing Date, between Bührmann-Ubbens
B.V., the Master Servicer, the European Receivables Warehouse Company, the
Security Agent and ABN AMRO Bank N.V.;


 


ABN AMRO Dutch Collection Claims Pledge
Agreement means the collection
claims pledge agreement dated the European Closing Date, as amended and
restated on 26 November 2001 and on or before the MTN Closing Date, between the
European Receivables Warehouse Company, the Security Agent and ABN AMRO Bank
N.V.;


 


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Accreted Value means, in respect of the Buhrmann US Notes on any date, the sum of
(A) the aggregate Subscription Prices of all Buhrmann US Notes outstanding on
such date plus (B) the Buhrmann US Note Discount accreted thereon at the US
Funding Rate;


 


Accumulation Period means with respect to
any Series of MTNs the period commencing 45 days (in the case of euro), 75 days
(in the case of Sterling) and 30 days (in the case of US Dollars) prior to the
Interest Payment Date specified in the applicable Supplement as the MTN
Expected Maturity Date and ending on the earlier to occur of (a) the date on
which 100 per cent. of the aggregate nominal amount of the MTNs of such Series
has been reserved, (b) an Early European Amortisation Event with respect to
such Agreed Currency (in the case of MTNs denominated in euros or Sterling) or
an Early US Amortisation Event (in the case of MTNs denominated in US Dollars),
(c) a Buhrmann Termination Event and (d) the MTN Maturity Date for such Series
specified in the applicable Supplement; provided that (i) the Master Servicer
on behalf of the relevant Master Purchaser shall have absolute discretion to
commence any Accumulation Period on an earlier date and (ii) the Master
Servicer on behalf of the relevant Master Purchaser shall be permitted to delay
the commencement of any Accumulation Period, subject to the consent of the MTN
Trustee and satisfaction of the Rating Condition;


 


Action means any judicial or administrative proceeding, or threatened
proceeding, including any government investigation, whether civil, criminal or
otherwise;


 


Additional
Dutch Originator means any
company within the Buhrmann Group incorporated in The Netherlands which, with
the consent of the European Master Purchaser, the Buhrmann European Note
Purchasers and the Security Agent, and upon satisfaction of the Rating
Condition, accedes to the Transaction Documents to which the Initial Dutch
Originators are a party pursuant to Clause 4 of this Deed;


 


Additional
English Originator means any
company within the Buhrmann Group incorporated in England and Wales which, with
the consent of the European Master Purchaser, the Buhrmann European Note
Purchasers and the Security Agent, and upon satisfaction of the Rating
Condition, accedes to the Transaction Documents to which the Initial English
Originators are a party pursuant to Clause 4 of this Deed;


 


Additional
Jurisdiction Originator means any
company within the Buhrmann Group incorporated in an Eligible Originator
Country (other than The Netherlands, England or the United States) which, with
the consent of the Master Purchasers, the Buhrmann Note Purchasers and the
Security Agent, and upon satisfaction of the Rating Condition, accedes to the
Transaction Documents pursuant to Clause 4 of this Deed following the
entry into by it of a Further European Master Receivables Purchase Agreement or
US Contribution Agreement in respect of receivables originated in the
jurisdiction in which it is incorporated;


 


Additional
Member means any Person who
becomes a Member under the LLC Agreement pursuant to Section 9.7 of that
agreement;


 


Additional
Originator means any Additional
Dutch Originator and/or any Additional English Originator and/or any Additional
US Originator and/or any Additional Jurisdiction Originator, in each case as
the context requires;


 


Additional
Payment means any additional
amount (i) paid by an Originator to the European Receivables Warehouse
Company  or the US Master Purchaser in
accordance with Clause 4.4 of the English Originator Warranty and Indemnity
Deed, Clause 7.4 of the Dutch Master Receivables Purchase Agreement or Clause 7.5
of the US Contribution Agreement or (ii) paid by the European Receivables
Warehouse Company to the European Master Purchaser in accordance with
Clause 4.4 of the European Receivables Warehouse Company English Warranty
and Indemnity Deed or Clause 7.4 of the Onward Dutch Master Receivables
Purchase Agreement;


 


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Additional Sub-Servicer means any company within the Buhrmann Group incorporated in an
Eligible Originator Country which accedes to the Transaction Documents to which
the Initial Sub-Servicers are a party;


 


Additional US
Originator means any company within the Buhrmann Group
incorporated in the United States which, with the consent of the US Master
Purchaser, the Buhrmann US Note Purchasers and the
Security Agent, and upon satisfaction of the Rating Condition, accedes to the
Transaction Documents to which the Initial US Originators are a party pursuant
to Clause 4 of this Deed;


 


Affiliate means, with reference to the US Master Purchaser: (a) any Person
that directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with, the US Master Purchaser or
(b) any Person (i) that is a Manager, Member, officer or trustee of, or serves
in a similar capacity with respect to the US Master Purchaser, or (ii) for or
of which the US Master Purchaser is a shareholder or other owner of equity,
director, officer, employee, agent, attorney or trustee, or serves in a similar
capacity. As used in this definition, the term “control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power,
by contract or otherwise; and “controlled” has a correlative meaning.


 


Aggregate
Available US Collection Account L/C Amount means on any Business Day the aggregate undrawn face amount of all
Eligible US Collection Account Letters of Credit;


 


Aggregate
Nominal Amount with respect to
each Series of MTNs has the meaning specified in the applicable Supplement;


 


Agreed
Currencies means euro, sterling,
US dollars and/or such other currencies as may be agreed from time to time
between the Master Purchasers, the Buhrmann Note Purchasers, the Security Agent
and the Rating Agencies, and Agreed Currency shall mean any one of them;


 


Ancillary Rights means, in respect of each Receivable, all right, benefit and
interest of the relevant Originators in and to any insurance policy and
proceeds therefrom and/or any trade indemnity protection scheme and any
covenant for payment in relation thereto;


 


Assigned
Accounts means, in connection
with the US Lock Box and Assigned Account Agreement, the deposit accounts at
Harris No.232-776-5, No.232-808-6 and No.209-708-7, each in the name of the US
Master Purchaser;


 


Available Euro Securitisation CP Funded
Facility Amount means, on any
Business Day during the European Securitisation CP Availability Period, the
difference between the Euro Securitisation CP Funded Facility Amount and the aggregate
of the Face Values of all euro denominated Buhrmann European Notes then
outstanding held by or on behalf of the Initial Buhrmann Note Purchaser
(adjusted, in the case of any proposed issue of euro denominated Buhrmann European
Notes to the Initial Buhrmann Note Purchaser, to take account of any
euro denominated Buhrmann European Notes due to be issued to the Initial Buhrmann
Note Purchaser or held by or on behalf of the Initial Buhrmann Note Purchaser
due to be redeemed on that Business Day);


 


Available L/C
Portion has the meaning specified
in the Jersey Company Standby Letter of Credit Agreement;


 


Available
Securitisation CP Funded Facility Amount means the aggregate of the Available Euro Securitisation CP Funded
Facility Amount, the Available Sterling Securitisation CP Funded Facility Amount
and the Available US Dollar Securitisation CP Funded Facility Amount;


 


Available Sterling Securitisation CP Funded
Facility Amount means, on any
Business Day during the European Securitisation CP Availability Period, the
difference between the Sterling Securitisation CP Funded Facility Amount and the
aggregate of the Face Values of all sterling denominated Buhrmann European
Notes then outstanding held by or on behalf of the Initial Buhrmann Note
Purchaser


 


7

















 


(adjusted, in the case of any proposed issue
of sterling denominated Buhrmann European Notes to the Initial Buhrmann Note Purchaser,
to take account of any sterling denominated Buhrmann European Notes due to be
issued to the Initial Buhrmann Note Purchaser or held by or on behalf of the
Initial Buhrmann Note Purchaser due to be redeemed on that Business Day);


 


Available US
Dollar Securitisation CP Funded Facility Amount means on any Business Day during the US Securitisation CP
Availability Period, the difference between the US Dollar Securitisation CP
Funded Facility Amount and the aggregate of the Face Values of all US dollar
denominated Buhrmann US Notes then outstanding held by or on behalf of the
Initial Buhrmann Note Purchaser (adjusted, in the case of any proposed issue of
US dollar denominated Buhrmann US Notes to the Initial Buhrmann Note Purchaser,
to take account of any US dollar denominated Buhrmann US Notes due to be issued
to the Initial Buhrmann Note Purchaser or held by or on behalf of the Initial
Buhrmann Note Purchaser due to be redeemed on that Business Day);


 


Average
Collection Period means, on any
Calculation Date and in respect of an Agreed Currency, a period of days equal
to:


 


(A)                              the greater of (i) one and (ii) the fraction, the numerator of which
is the aggregate of the Face Amounts of all Securitised Receivables denominated
in that Agreed Currency as at that Calculation Date and the denominator of
which is the total amount received by the relevant Master Purchaser in that
Agreed Currency in respect of Securitised Receivables during the 30 days
preceding ending on such Calculation Date; multiplied by


 


	
  (B)

  	
  

  



 


where:


 


A                                      is 2; and


 


B                                         is 365 (with respect to Securitised English Receivables) or 360
(with respect to Securitised Dutch Receivables and Securitised US Receivables);


 


Average Credit
Terms means on any Calculation
Date and in respect of an Agreed Currency, the arithmetical average number of
days (rounded to the nearest whole day) between the date on which Securitised
Receivables denominated in that same Agreed Currency are invoiced and their Due
Dates;


 


Average Default
Ratio means, on any Calculation
Date and in respect of an Agreed Currency, the fraction expressed as a
percentage obtained by dividing (A) the aggregate of the Default Ratios in
respect of such Agreed Currency on that Calculation Date and the preceding two
Calculation Dates by (B) three;


 


Average
Dilution Ratio means, on any
Calculation Date and in respect of an Agreed Currency, the fraction expressed
as a percentage obtained by dividing (A) the aggregate Dilution Ratios in
respect of such Agreed Currency on that Calculation Date and the preceding two
Calculation Dates by (B) three;


 


Average Dutch
Days Sales Outstanding means the
average of the Days Sales Outstanding in respect of euro on the most recent
Calculation Date (or on such Business Day if such Business Day is a Calculation
Date) and the preceding two Calculation Dates;


 


Average English
Days Sales Outstanding means the
average of the Days Sales Outstanding in respect of Sterling on the most recent
Calculation Date (or on such Business Day if such Business Day is a Calculation
Date) and the preceding two Calculation Dates;


 


Average Payment
Period means the number of days
which the Master Servicer (acting as a prudent servicer) may from time to time
determine (and notify to the relevant Master Purchaser) as a reasonable


 


8

















 


estimate of the average number of days
between the date on which a Receivable is invoiced and the date on which it is
collected;


 


Average Rebate
Dilution Monthly Accruals means,
the average of the Rebate Dilutions Monthly Accruals on the most recent
Calculation Date (or on such Business Day if such Business Day is a Calculation
Date) and the preceding five Calculation Dates;


 


Average US Days
Sales Outstanding means the
average of the Days Sales Outstanding in respect of US Dollars on the most
recent Calculation Date (or on such Business Day if such Business Day is a
Calculation Date) and the preceding two Calculation Dates;


 


BACs Collection
Accounts means the accounts in
which payments are effected by way of direct debit as collected by each English
Originator specified for that purpose in accordance with the English Collection
Account Deed;


 


Bankruptcy means, for the purposes of the LLC Agreement and with respect to any
Person, if such Person:


 


(a)                                   makes an assignment for the benefit of creditors,


 


(b)                                  files a voluntary petition in bankruptcy,


 


(c)                                   is adjudged a bankrupt or insolvent, or has entered against it an
order for relief, in any bankruptcy or insolvency proceedings,


 


(d)                                  files a petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation or similar relief under any
statute, law or regulation,


 


(e)                                   files an answer or other pleading admitting to or failing to contest
the material allegations of a petition filed against it in any proceeding of
this nature,


 


(f)                                     seeks, contests to or acquiesces in the appointment of a trustee,
receiver or liquidator of the Person or of all or any substantial part of its
properties, or


 


(g)                                  if 120 days after the commencement of any proceeding against the
Person seeking reorganisation, arrangement, composition, readjustment,
liquidation or similar relief under any statute, law or regulation, if the
proceeding has not been dismissed, or if within 90 days after the appointment
without such Person’s consent or acquiescence of a trustee, receiver or
liquidator of such Person or all of any substantial part of its properties, the
appointment is not vacated or stayed, or within 90 days after the expiration of
any such stay, the appointment is not vacated.


 


The foregoing definition of “Bankruptcy” is
intended to replace and shall supersede and replace the definition of “Bankruptcy”
set forth in Sections 18-101(1) and 18-304 of the Delaware Limited Liability
Company Act, 6 Del. C.;


 


Beneficiaries means:


 


(a)                                  for the purposes of the Jersey Company Operating Account Security
Assignment Agreement each of:


 


(i)                       the Jersey Company L/C Bank under the Jersey Company Standby Letter
of Credit Agreement;


 


(ii)                    the Jersey Company Liquidity Agent and the Jersey Company Liquidity
Banks under the Jersey Company Liquidity Facility Agreement;


 


9

















 


(iii)                 the
Jersey Company Overdraft Bank under the Jersey Company Overdraft Facility
Agreement;


 


(iv)                the
Counterparties under the Jersey Company Foreign Exchange Agreement and the
Jersey Company Hedging Transactions;


 


(v)                   the Jersey Company Cash Administrator and the Jersey Company Account
Bank under the Jersey Company Cash Administration Agreement;


 


(vi)                the
CP Issuer under the CP Commissioning Agreement;


 


(vii)             Standard
& Poor’s;


 


(viii)          Moody’s;


 


(ix)                  the Jersey Company’s auditors;


 


(x)                     the CP Issuer Corporate Administrator; and


 


(b)                                 for the purposes of the CP Issuer Transaction Account Security
Assignment Agreement each of:


 


(i)                       the holders of the CP Notes; and


 


(ii)                    the CP Issuing Agent;


 


Buhrmann
European Note means any note
issued or to be issued by the European Master Purchaser pursuant to the
European Master Purchaser Funding Deed, and Buhrmann European Notes shall be
construed accordingly;


 


Buhrmann
European Note Certificate means
in respect of any Buhrmann European Note, a certificate in the form set out in
Schedule 2
to the European Master Purchaser Funding Deed issued by the European Master
Purchaser to the person registered as Buhrmann European Noteholder in the
Register;


 


Buhrmann
European Note Conditions means
the terms and conditions of the Buhrmann European Notes, in the form set out
in Schedule 3 to the European Master Purchaser Funding Deed and a reference to
a particular numbered Buhrmann European Note Condition shall be construed
accordingly;


 


Buhrmann
European Note Discount means, in
relation to each Buhrmann European Note, the amount which is equal to the difference
between the Face Value of such Buhrmann European Note and its Subscription Price as
specified in the relevant Buhrmann European Note Issue Notice relating to that
Buhrmann European
Note;


 


Buhrmann
European Note Discount  Rate means, in
respect of a Buhrmann European Note, the percentage obtained by dividing (A)
the Discounted Value of such Buhrmann European Note by (B) the Face Value of
such Buhrmann European Note, expressing the resultant fraction as a percentage,
and subtracting such percentage from 100;


 


Buhrmann
European Note Issue Date means the date of
issue of a Buhrmann European Note;


 


Buhrmann
European Note Issue Notice means a notice,
substantially in the form set out in Schedule 1 to the European Master
Purchaser Funding Deed, issued by the European Master Purchaser in respect of
the proposed issue of a Buhrmann European Note;


 


Buhrmann
European Note Purchaser means (a)
as at the MTN Closing Date, Initial Buhrmann Note Purchaser and the MTN Issuer,
and (b) thereafter, any other person that accedes to the terms of the European
Master Purchaser Funding Deed and, inter
alia, to the European Master Purchaser Security


 


10

















 


Documents as a provider of finance to the
European Master Purchaser (with the prior written consent of the Security Agent
and the Buhrmann European Note Purchasers) and which purchases from time to
time Buhrmann European Notes from the European Master Purchaser;


 


Buhrmann
European Noteholder means, in
respect of any Buhrmann European Note at any time, any Buhrmann European Note
Purchaser or any other person whose name is entered in the Register as the
holder of such Buhrmann European Note;


 


Buhrmann
Financial Performance Cross Default means the occurrence of any event of default in respect of a
financial performance covenant in any document entered into by any of the
Parent, any Originator, the European Receivables Warehouse Company, the Master
Servicer or any Sub-Servicer relating to indebtedness for borrowed money having
a maximum aggregate principal amount of borrowed money or facility limit (or
the equivalent) of US$100 million or its equivalent in other currencies or
more;


 


Buhrmann Group means
the Parent and any of its consolidated subsidiaries;


 


Buhrmann
Interest Rate means the rate of
interest determined from time to time by the Cash Manager and the Master
Servicer;


 


Buhrmann Note means the Buhrmann European Notes and the Buhrmann US Notes, and Buhrmann Notes shall
be construed accordingly;


 


Buhrmann Note
Discount means the Buhrmann
European Note Discount and/or the Buhrmann US Note Discount, as the context
requires;


 


Buhrmann Note
Issue Notice means a Buhrmann
European Note Issue Notice or a Buhrmann US Note Issue Notice, as the context
requires;


 


Buhrmann Note
Purchaser means the Buhrmann
European Note Purchaser and/or, as the context requires, the Buhrmann US Note
Purchaser, and the Buhrmann
Note Purchasers shall be construed accordingly;


 


Buhrmann Operating
Procedures means the standard
operating, underwriting, credit and collection criteria, procedures and
policies employed by the Originators at the date hereof and such other
procedures as would be carried out by a reasonably prudent Originator carrying
on the same business as the Originator;


 


Buhrmann
Termination Event means the
occurrence of any of the events set out in Schedule 1;


 


Buhrmann US means Buhrmann US Inc.;


 


Buhrmann US
Note means any note issued or to be issued by the
US Master Purchaser pursuant to the US Master Purchaser Funding Agreement and Buhrmann US Notes shall
be construed accordingly;


 


Buhrmann US
Note Certificate means in respect
of a Buhrmann US Note, a certificate in the form set out in Schedule 2 to the
US Master Purchaser Funding Agreement issued by the US Master Purchaser to the
person registered as Buhrmann US Noteholder in the Register;


 


Buhrmann US
Note Conditions means the terms
and conditions of the Buhrmann US Notes, in the form set out in Schedule 3 to the US
Master Purchaser Funding Agreement and a reference to a particular numbered
Buhrmann US Note Condition shall be construed accordingly;


 


Buhrmann US
Note Discount means, in relation
to each Buhrmann US Note, the amount which is equal to the difference between
the Face Value of such Buhrmann US Note and its Subscription Price as specified
in the relevant Buhrmann US Note Issue Notice relating to that Buhrmann US
Note;


 


11

















 


Buhrmann US
Note Discount  Rate means, in respect
of a Buhrmann US Note, the percentage obtained by dividing (A) the Discounted
Value of such Buhrmann US Note by (B) the Face Value of such Buhrmann US Note,
expressing the resultant fraction as a percentage, and subtracting such
percentage from 100;


 


Buhrmann US
Note Issue Date means the date of issue of a Buhrmann US Note;


 


Buhrmann US
Note Issue Notice means a notice,
substantially in the form set out in Schedule 1 to the US Master Purchase
Agreement issued by the US Master Purchaser in respect of the proposed issue of
a Buhrmann US Note;


 


Buhrmann US
Note Purchaser means, (a) as at the US Closing Date, the
Initial Buhrmann Note Purchaser, (b) as at the MTN Closing Date, the Initial
Buhrmann Note Purchaser and the MTN Issuer and (c) thereafter, any other person
that accedes to the terms of the US Master Purchaser Funding Agreement and, inter alia, to the US Master Purchaser Security
Agreement as a provider of finance to the US Master Purchaser (with the prior
written consent of the Security Agent and the Buhrmann US Note Purchasers, and
upon satisfaction of the Rating Condition) and which purchases from time to
time Buhrmann US Notes from the US Master Purchaser;


 


Buhrmann US
Noteholder means, in respect of
any Buhrmann US Note at any time, any Buhrmann US Note Purchaser or any other
person whose name is entered in the Register as the holder of such Buhrmann US
Note;


 


Business Day means a day (other than a Saturday or a Sunday) on which banks are
generally open for business in each of Amsterdam, Brussels, London, Luxembourg,
Jersey and New York, and which is a TARGET Day;


 


Calculation
Date means the third Thursday of
each calendar month or, if such day is not a Business Day, the next following
Business Day;


 


Calculation
Period means the period
commencing on the European Closing Date (in the case of European Receivables)
or the US Closing Date (in the case of US Receivables) and ending on (and
including) the next following Calculation Date and each successive period
commencing on (but excluding) a Calculation Date ending on (and including) the
next following Calculation Date;


 


Capital Account
means the capital account
maintained for a Member pursuant to Section 4.3 of the LLC Agreement;


 


Capital
Contribution means, with respect
to any Member, any contribution (as defined in Section 18-101(3) of the
Delaware Limited Liability Company Act, 6 Del. C.) which such Member makes (or
is deemed to make) to the US Master Purchaser pursuant to Section 4 of the LLC
Agreement and under the US Contribution Agreement;


 


Cash Management
Agreement means the cash
management agreement dated 27 September 2000, as amended and restated on
28 September 2001 and on or before the MTN Closing Date, between the
European Receivables Warehouse Company , the Master Purchasers, the Security
Agent, the Cash Manager, the MTN Issuer, European Receivables Warehouse Company
Account Bank and the Master Purchaser Account Banks;


 


Cash Manager means Deutsche Bank AG London in its capacity as cash manager for
the European Receivables Warehouse Company, the Master Purchasers and the MTN
Issuer under the Cash Management Agreement;


 


Certificate means the certificate of formation of the US Master Purchaser,
together with any and all amendments, corrections, supplements and restatements
thereof, filed in the Office of the Secretary of State of the State of
Delaware;


 


12

















 


Charges means, in respect of the US Lock Box and Assigned Account Agreement,
all fees and charges due from the US Master Purchaser to Harris in connection
with the Lock Boxes and the Assigned Accounts and all returned items and
chargebacks for uncollected checks deposited in the Assigned Accounts;


 


Cheque
Collection Account means the
account set up for payments which are effected by way of cheque paid into that
account in accordance with the English Collection Account Deed;


 


Class means MTN Class A, MTN Class B, MTN
Class C, MTN Class D, MTN Class E, MTN Class F or any of them;


 


Clearstream,
Luxembourg means Clearstream
Banking, société anonyme;


 


Code means the United States Internal Revenue Code of 1986, as amended
from time to time.  Any reference to any
specific provision of the Code or any regulations thereunder shall be deemed to
refer to any successor provisions thereto;


 


Collection
Accounts means the Dutch
Collection Accounts, the English Collection Accounts and/or the US Collection
Account, as the context requires;


 


Collection
Account Banks means the Dutch
Collection Account Banks, the English Collection Account Bank and the US
Collection Account Bank;


 


Collection Date
means, in respect of each
Receivable, the Business Day on which (i) in the case of payments by cheque,
such cheque is presented to a Collection Account Bank by or on behalf of the
relevant Originator, and (ii) in respect of payments made by any other means,
such amounts received in respect of such Receivable are credited to a
Collection Account and accounted for by the relevant Originators following
payment by or on behalf of the relevant Obligor to or on behalf of (x) the
European Receivables Warehouse Company for the account of the European Master
Purchaser or (y) the US Master Purchaser;


 


Collections means, with respect to any Receivable, all cash collections,
finance, interest, late payment or similar charges and other cash proceeds of
such Receivable or other amounts received or recovered in respect thereof,
including without limitation, all cash proceeds of any Ancillary Rights with
respect thereto and any Deemed Collections of such Receivable, and all
recoveries of value added tax from any relevant tax authority relating to any
Defaulted Receivable;


 


Commitment Fee means any commitment fee due to any Buhrmann Note Purchaser;


 


Common Depositary means Deutsche Bank
AG, London;


 


Company
Distributions means cash or other
property that is distributed pursuant to Section 5.3 or Section 11.2 of the LLC
Agreement;


 


Concentration
Limits means the Maximum Country
Limit and the Maximum Obligor Limit;


 


Conditions
Precedent means the conditions
precedent set out in Clause 4 of the European Master Purchaser Funding Deed and
Clause 4 of the US Master Purchaser Funding Agreement;


 


Confirmation means a written confirmation (including telex, facsimile or other
electronic means from which it is possible to produce a hard copy) evidencing a
Jersey Company Foreign Exchange Transaction pursuant to the Jersey Company
Foreign Exchange Agreement;


 


Contract means the contract for the sale of goods (whether or not written)
concluded between an Originator and an Obligor pursuant to which an Invoice is
generated and a Receivable is derived;


 


Contribution
Date means the date on which any
Offer to Contribute is accepted;


 


13

















 


Controlling
Class means, at any time, the
then most senior Class of MTNs outstanding;


 


Corporate
Express of Texas means Corporate
Express of Texas, Inc.;


 


Corporate
Express means Corporate Express
Office Products, Inc.;


 


Counterparty
File means the data file produced
by or on behalf of each Originator in the form set out in Schedule 3 to the Servicing
Agreement;


 


Coupon means an interest coupon appertaining to a definitive MTN, such
coupon being:


 


(a)                                  if appertaining to a Fixed Rate Note, in the form or substantially
in the form set out in Part IVA of the Second Schedule of the MTN Trust Deed or
in such other form, having regard to the terms of issue of the MTNs of the
relevant Series, as may be agreed between the MTN Issuer, the MTN Agent, the
MTN Trustee and the relevant MTN Dealer(s); or


 


(b)                                 if appertaining to a Floating Rate Note, in the form or
substantially in the form set out in Part IVB of the Second Schedule to the MTN
Trust Deed or in such other form, having regard to the terms of issue of the
MTNs of the relevant Series, as may be agreed between the MTN Issuer, the MTN
Agent, the MTN Trustee and the relevant MTN Dealer(s); or


 


(c)                                  if appertaining to a definitive MTN which is neither a Fixed Rate
Note nor a Floating Rate Note, in such form as may be agreed between the MTN
Issuer, the MTN Agent, the MTN Trustee and the relevant MTN Dealer(s),


 


and includes, where applicable, the Talon(s)
appertaining thereto and any replacements for Coupons and Talons issued
pursuant to MTN Condition 12;


 


Couponholder means the several persons who are for the time being holders of the
Coupons and includes, where applicable, the Talonholders and references to relevant Couponholders
shall, in relation to the MTNs of any Series, be construed as references to the
holder or holders of one or more Coupons appertaining to the MTNs of such
Series;


 


CP Commissioning
Agreement means the commissioning
agreement dated 27 September 2000, as amended and restated on
28 September 2001 and on or about the MTN Closing Date, between the
CP Issuer and the Jersey Company;


 


CP Dealer means any person designated as a dealer under the CP Dealer
Agreement;


 


CP Dealer
Agreement means the dealer
agreement relating to the CP Programme dated on 19 March 1998 as renewed on
18 November 1999 between the CP Issuer, Deutsche Bank
Aktiengesellschaft and the CP Dealers as amended;


 


CP Information
Memorandum means the document
giving information about the CP Programme to potential investors in the CP
Notes dated 19 March 1998 as amended on 15 November 1999;


 


CP Issuer means Rheingold Securitisation Limited, company incorporated in
Jersey, Channel Islands with limited liability, having its registered office at
Whiteley Chambers, Don Street, St. Helier, Jersey, Channel Islands;


 


CP Issuer
Corporate Administrator means
Deutsche International Corporate Services Limited in its capacity as such for
the purposes of the CP Programme under the CP Issuer Corporate Secretarial and
Administration Agreement;


 


CP Issuer
Corporate Secretarial and Administration Agreement means the agreement dated 19 March 1998, between the CP Issuer and
the CP Issuer Corporate Administrator;


 


14

















 


CP Issuer
Transaction Account means the
interest bearing account or accounts designated as such with account number
9687047 and operated by the Jersey Company Cash Administrator in the name of
the CP Issuer at the Jersey Company Account Bank utilised for the purposes of
the Jersey Company Cash Administration Agreement and the CP Commissioning
Agreement or such other account or accounts as may for the time being be in
addition thereto or substituted therefor in accordance with the terms of the
Jersey Company Cash Administration Agreement and the CP Commissioning
Agreement;


 


CP Issuer
Transaction Account Security Assignment Agreement means an agreement dated 23 March 1998 between Rheingold Securitisation
Limited and the Jersey Company Security Trustee;


 


CP Issuing
Agent means Deutsche Bank
Aktiengesellschaft in its capacity as issuing agent under the CP Issuing and
Paying Agency Agreement;


 


CP Issuing and
Paying Agency Agreement means the
issuing and paying agency agreement dated 19 March 1998 as amended on 15
November 1999, between the CP Issuer and Deutsche Bank Aktiengesellschaft
relating to the CP Programme;


 


CP Note means a commercial paper note issued by the CP Issuer on behalf of
the Jersey Company pursuant to the instructions given by the Jersey Company to
the CP Issuer in accordance with the terms of the CP Commissioning Agreement
and purchased by a CP Dealer pursuant to the CP Dealer Agreement and includes
the commercial paper notes represented by a CP Note in global form;


 


CP Paying Agent
means Deutsche Bank
Aktiengesellschaft in its capacity as paying agent under the CP Issuing and
Paying Agency Agreement;


 


CP Programme means the commercial paper programme established by the CP Issuer
pursuant to the CP Dealer Agreement;


 


CP Programme
Administrator means Deutsche Bank
Aktiengesellschaft in its capacity as programme administrator in relation to
the CP Programme;


 


Credit Note means any statement evidencing credit in respect of amounts owed by
an Obligor to an Originator in respect of any Receivable;


 


Credit Note
Ledger means the ledger
maintained by the Master Servicer which will, in respect of each Agreed
Currency:


 


(a)                                  be adjusted as appropriate by all the amounts denominated in such Agreed
Currency in respect of which a Credit Note has been issued by an Originator to
an Obligor; and


 


(b)                                 be adjusted as appropriate by the aggregate of the amounts
denominated in such Agreed Currency in respect of which a Credit Note issued by
an Originator to an Obligor has been applied or cancelled;


 


Cross-Billed
Obligor means an Obligor in
respect of Securitised US Receivables who receives a combined invoice in
respect of goods and services from more than one division of the US Originator;


 


Currency means euro, sterling, US dollars or such other currency or
currencies as may be agreed from time to time between the parties to the Jersey
Company Foreign Exchange Agreement and that satisfies the Rating Condition;


 


Currency
Obligation means, in the case of
a Jersey Company Foreign Exchange Transaction under the Jersey Company Foreign
Exchange Agreement, the undertaking of the Securitisation Company to deliver
the Original Currency to the Jersey Company Counterparty and the undertaking of
the Jersey Company Counterparty to deliver the Exchange Currency to the
Securitisation Company;


 


15

















 


Current Default
Ratio means on any Calculation Date and in respect of
Securitised US Receivables, the fraction, expressed as a percentage, obtained
by dividing (A) the aggregate of the Face Amounts of all Securitised US
Receivables which have become Defaulted Receivables and are still outstanding,
on any of the preceding 30 days by (B) the aggregate of the Face Amount of all
Securitised US Receivables that are Eligible US Receivables;


 


Day
Count Fraction has the meaning as specified in MTN Condition
6(a) in relation to interest on Fixed Rate Notes, or MTN Condition 6(b) in
relation to interest on Floating Rate Notes, as applicable;


 


Days
Sales Outstanding means, on any
Calculation Date the fraction, the numerator of which is the aggregate of the
Face Amounts of all Securitised Receivables denominated in that Agreed Currency
as at that Calculation Date and the denominator of which is the total amount
received by the relevant Master Purchaser in that Agreed Currency in respect of
Securitised Receivables during the 30 days preceding ending on such Calculation
Date;


 


Deemed
Collections means, on any day, (i) the aggregate amounts paid by the Originators
(other than amounts representing interest) in repurchasing Receivables, and/or
substituting Receivables, pursuant to Clause 11.1(b) of the Dutch Master
Receivables Purchase Agreement, Clause 5.1(b) of the English Originator
Warranty and Indemnity Deed or Clause 11.1(b) of the US Contribution
Agreement or in respect of set-offs and Dilutions pursuant to
Clause 11.1(d) of the Dutch Master Receivables Purchase Agreement,
Clause 5.1(d) of the English Originator Warranty and Indemnity Deed or Clause 11.1(d)
of the US Contribution Agreement or in respect of recovered VAT under
Clause 11.4 of the Dutch Master Receivables Purchase Agreement or
Clause 5.4 of the English Originator Warranty and Indemnity Deed and not
previously applied in purchasing Receivables; or (ii) the aggregate amounts
paid by the European Receivables Warehouse Company (other than amounts
representing interest) in repurchasing Receivables, and/or substituting
Receivables, pursuant to Clause 11.1(d) of the Onward Dutch Master Receivables
Purchase Agreement or Clause 5.1(b) of the European Receivables Warehouse
Company English Warranty and Indemnity Deed or in respect of set-offs and
Dilutions pursuant to Clause 11.1(d) of the Onward Dutch Master Receivables
Purchase Agreement or Clause 5.1(d) of the European Receivables Warehouse
Company English Warranty and Indemnity Deed or in respect of recovered VAT
under Clause 11.4 of the Onward Dutch Master Receivables Purchase Agreement or
Clause 5.4 of the European Receivables Warehouse Company English Warranty and
Indemnity Deed and not previously applied in purchasing Receivables;


 


Default Ratio means on any Calculation Date and in respect of an Agreed Currency,
the fraction, expressed as a percentage, obtained by dividing (A) the aggregate
of the Face Amounts of all Securitised Receivables denominated in that Agreed
Currency and which have become Defaulted Receivables and are still outstanding,
on any of the preceding 30 days by (B) , the Relevant Sales-Defaults in respect
of all Securitised Receivables denominated in that Agreed Currency;


 


Default
Receivable Maturity means, on any
Business Day and in respect of an Agreed Currency:


 


A+B


 


where:


 


A                                      is the Average Credit Terms as at the most recent Calculation Date
in respect of that Agreed Currency; and


 


B                                        is 60 in the case of a European Receivable and 150 in the case of a
US Receivable;


 


Default Reserve
Floor means, on any Calculation Date in respect of
Securitised Receivables in an Agreed Currency, 5 times the Obligor Percentage
for the largest Obligors in such Agreed Currency;


 


Default Reserve
Percentage means, on any
Calculation Date and in respect of an Agreed Currency A x B x C


 


16

















 


where:


 


A                                      is the Expected Defaults in respect of that Agreed Currency as at
such Calculation Date;


 


B                                        is the Loss Horizon Ratio in respect of that Agreed Currency as at
such Calculation Date; and


 


C                                        is 2;


 


Defaulted MTN has the meaning given to it in Clause 6.6 of the MTN Agency
Agreement;


 


Defaulted
English Receivables Purchase Price means the price to be paid (i) by an English Originator to the
European Receivables Warehouse Company and (ii) by the European Receivables
Warehouse Company to the European Master Purchaser following the exercise by
the European Receivables Warehouse Company and the European Master Purchaser of
the Defaulted Receivables Put Option, equal to the sum of (i) the Initial
Purchase Price of such English Receivable at its Purchase Date plus (ii)
interest on the Initial Purchase Price of such English Receivable to the date
when the Defaulted Receivables Purchase Price in respect of the English
Receivable is paid to the European Receivables Warehouse Company or the
European Master Purchaser at a rate per annum equal to the highest Estimated Funding
Cost of any Buhrmann European Noteholder as at the most recent Calculation
Date;]


 


Defaulted
Receivable means a Securitised
Receivable (other than a Non-Funded Receivable) in respect of which:


 


(a)                                  (x) in the case of Securitised European Receivables, all or part of
its Face Amount remains unpaid for more than 60 days, but no more than 90
days past its Due Date; and (y) in the case of Securitised US Receivables, all
or part of its Face Amount remains unpaid for more than 150 days, but no more
than 180 days past its Due Date; or


 


(b)                                 any of the events referred to in paragraphs (h) to (l) of
Schedule 1 of this Deed (with relevant changes to refer to the Obligor
rather than any Originator) occurs in relation to any person who is an Obligor
in respect of such Securitised Receivable and (in the case of Securitised
European Receivables only) such Receivable is not a Written-off Receivable; or


 


(c)                                  the Master Servicer, acting as a prudent servicer, has made a
write-off or provision against loss in respect of any part of the Face Amount
of such Securitised Receivable and such Securitised Receivable is not a
Written-off Receivable;


 


Defaulted
Receivables Put Option has the
meaning given to it in Clause 3.1 of the English Originator Warranty and
Indemnity Deed or Clause 3.1 of the European Receivables Warehouse Company
English Warranty and Indemnity Deed;


 


Deferred
Purchase Price means, on any
Collection Date and in respect of each Receivable (the Relevant Receivable)
denominated in an Agreed Currency, the amount which is the greater of (i) zero
and (ii):


 





where:


 


A                                      is the aggregate amount received for the account of the relevant
Master Purchaser from Obligors on the Collection Date in respect of Securitised
Receivables denominated in the same currency as the Relevant Receivable (the Collections);


 


17

















 


B                                        is the product of (x) the aggregate of the Face Amounts of all
Securitised Receivables denominated in that Agreed Currency on that Collection
Date and (y) the Discount Percentage as at the Collection Date;


 


C                                        is the aggregate of the IPP Collections in respect of Securitised
Receivables denominated in that Agreed Currency as at the Collection Date;


 


D                                       is the Required Reserve Adjustment;


 


E                                         is, (x) in the case of determining the Discount Percentage for any
purchase by the European Master Purchaser, zero and (y) in the case of
determining the Discount Percentage for any purchase by the European
Receivables Warehouse Company, the pro rata
amount of the European Receivables Warehouse Company Profit;


 


F                                         is the Face Amount of the Relevant Receivable; and


 


G                                        is the aggregate of the Face Amounts of the Securitised Receivables
denominated in that Agreed Currency in respect of which the Collections were
received on that Collection Date;


 


Delaware Act means the Delaware Limited Liability Company Act, 6 Del.C. Sections
18-101 through 18-1109, as amended from time to time;


 


Delinquency
Ratio means, on any Business Day,
and in respect of an Agreed Currency, the fraction, expressed as a percentage,
obtained by dividing (A) the aggregate of the Face Amounts of all Securitised
Receivables denominated in that Agreed Currency which were Delinquent
Receivables on the most recent Business Day which are still outstanding (except
that Securitised US Receivables shall only include Securitised Receivables
which become Delinquent Receivables during the preceding 30 days and which are
still outstanding) in respect of which a Master Servicer’s Daily Report has
been received by the relevant Master Purchaser by (B) the Relevant
Sales-Delinquencies in respect of all Securitised Receivables denominated in
that Agreed Currency;


 


Delinquent
Receivable means (x) a
Securitised European Receivable (other than a Non-Funded Receivable) in respect
of which all or part of its Face Amount remains unpaid for more than 30 days
(but no more than 60 days) past its Due Date or (y) a Securitised US
Receivable (other than a Securitised US Receivable that is a Defaulted
Receivable or a Non-Funded Receivable) in respect of which all or part of its
Face Amount remains unpaid for more than 60 days past its Due Date;


 


Delinquent
Receivable Maturity means, on any
Business Day,


 


A+B


 


where:


 


A                                      is the Average Credit Terms as at the most recent Calculation Date
in respect of the relevant Securitised Receivables; and


 


B                                        is 30 (in the case of Securitised European Receivables) or 60 (in
the case of Securitised US Receivables);


 


Determination
Date means, with respect to a
Series of MTNs, the date specified in the applicable Supplement;


 


Determination
Period means, with respect to a Series of Fixed Rate Notes,
each period from (and including) a Determination Date to (but excluding) the
next Determination Date (including, where either the Interest Commencement Date
or the final Interest Payment Date is not a Determination Date, the period
commencing on the first Determination Date prior to, and ending on the first
Determination Date falling after, such date);


 


18

















 


Deutsche New
York Branch means Deutsche Bank
AG, acting through its New York branch;


 


Dilution
Horizon Ratio means, on any
Calculation Date and in respect of an Agreed Currency, the fraction expressed
as a ratio obtained by dividing (A) the aggregate Face Amount of all sales
occurring during the immediately preceding 30 days (or 45 days in the
case of US Receivables) by (B) (1) in respect of an Agreed Currency other than
US dollars, the aggregate of the Face Amounts of all Securitised
Receivables denominated in that Agreed Currency as at such Calculation Date
which are not Defaulted Receivables or Written-off Receivables in respect of
that Agreed Currency or (2) in respect of US dollars, the aggregate of the
Face Amount of all Securitised Receivables that are Eligible US Receivables
less Excess Concentrations;


 


Dilution Ratio means on any Calculation Date and in respect of an Agreed Currency,
the fraction, expressed as a percentage, obtained by dividing (A) the aggregate
amount of Dilutions occurring during the immediately preceding 30 days in
respect of Securitised Receivables denominated in that Agreed Currency by (B)
the aggregate of the Face Amounts of Receivables denominated in that Agreed
Currency which became Securitised Receivables during that period of
30 days;


 


Dilution
Reserve Percentage means, on any Calculation Date
and in respect of an Agreed Currency,


 


((A x B) + (C
x D)) x E


 


where:


 


A                                      is the Expected Dilutions in respect
of that Agreed Currency as at such Calculation Date;


 


B                                        is 2;


 


C                                        is the greater of (a) zero, and (b) the Dilution Spike in respect of
that Agreed Currency as at such Calculation Date less the Expected Dilutions in
respect of that Agreed Currency as at such Calculation Date;


 


D                                       is the Dilution Spike in respect of
that Agreed Currency as at such Calculation Date divided by the Expected
Dilutions in respect of that Agreed Currency as at such Calculation Date; and


 


E                                         is the Dilution Horizon Ratio in respect of that Agreed Currency as
at such Calculation Date;


 


Dilution Spike means, on any Business Day and in respect of an Agreed Currency, the
highest of the Dilution Ratios calculated in respect of such Agreed Currency on
each of the immediately preceding 12 Calculation Dates;


 


Dilutions means the aggregate amount of delivery price adjustments, refunds,
credits (including Credit Notes), rebates, discounts, disputes, allowances or
reverse invoices against Securitised Receivables and other adjustments or
allowances in respect of Securitised Receivables permitted or incurred by the
Originators, provided that Dilutions shall not include any amount which is
included within the definition of Rebate Dilutions or the definition of
Discount Dilutions or any Linked Credit Notes or any Credit Note for which
there is no corresponding Obligor or to the extent that the Credit Notes attributable
to an Obligor outstanding exceed the amount of Securitised Receivables
attributable to such Obligor;


 


Discount means, in respect of a Securitised Receivable denominated in an
Agreed Currency, the amount calculated by multiplying the Face Amount of that
Securitised Receivable by the Discount Percentage in respect of that Agreed
Currency as determined by the Master Servicer pursuant to the Servicing
Agreement;


 


Discount
Dilution Accruals means, on any Business Day and in respect of an Agreed Currency, the
aggregate of all amounts denominated in such Agreed Currency by each Originator
in its accounts in respect of Discount Dilutions;


 


19

















 


Discount
Dilution Monthly Accruals means, on any
Calculation Date and in respect of an Agreed Currency, the aggregate of the
Discount Dilution Accruals in respect of such Agreed Currency which have arisen
since the immediately preceding calendar month;


 


Discount
Dilutions means the aggregate
amount of discounts granted by Originators to Obligors and which are accrued by
the Originator granting such discount in its accounts; provided that Discount
Dilutions shall not include any amount in respect of which the relevant Master
Purchaser has received a Deemed Collection;


 


Discount Ledger
means the ledger maintained by
the Master Servicer which will in respect of each Agreed Currency:


 


(a)                          be adjusted as appropriate with all amounts denominated in such
Agreed Currency received for the account of the European Receivables Warehouse
Company, the European Master Purchaser or the US Master Purchaser into a
Collection Account in respect of Securitised Receivables which represent the
Discount element of such Securitised Receivables; and


 


(b)                         be adjusted as appropriate with all amounts denominated in each
Agreed Currency which have been applied on each Business Day (i) in redeeming
Buhrmann European Notes, Buhrmann US Notes or Subordinated Buhrmann European
Notes, (ii) in paying the European Master Purchaser Senior Expenses or the US
Master Purchaser Senior Expenses, (iii) in the case of European Receivables, in
paying Surplus Discount to the European Receivables Warehouse Company, and, in
turn an Originator, or (iv) in the case of US Receivables, in increasing the
Interest of an Originator in respect of Surplus Discount;


 


Discount
Percentage means, on any Monthly Settlement Date and in
respect of each Agreed Currency:


 





 


where:


 


A                                      is the sum of (i) the amounts specified in Clauses (a), (b),
(d) and (h) of the definition of Estimated Funding Costs in respect of the
Buhrmann Note Purchasers, the Master Purchasers and the European Receivables
Warehouse Company denominated in that Agreed Currency as at the most recently
Monthly Determination Date and (ii) the amounts specified in Clauses (c),
(f), (g), (i), (j) and (k) of the definition of Estimated Funding costs in
respect of the Buhrmann Note Purchasers, the Master Purchasers and the European
Receivables Warehouse Company denominated in all Agreed Currencies as at the
most recent Monthly Determination Date, but without double counting;


 


B                                        is the Average Collection Period in respect of such Agreed Currency
as at the most recent Calculation Date; and


 


C                                        is 360 in the case of euro and US Dollars and 365 in the case of
Sterling; and


 


D                                       is the sum of the amounts specified in Clause (e) of the definition
of Estimated Funding Cost in respect of Buhrmann Notes denominated in that
Agreed Currency as at the most recent Monthly Determination Date;


 


Discounted Value means (a) with respect to a Buhrmann Note, the Face Value of a Buhrmann Note
less the relevant Buhrmann Note Discount applicable thereto and (b) with
respect to a Subordinated Buhrmann Note, the Face Value of such Subordinated
Buhrmann European Note less Subordinated Buhrmann European Note Discount;


 


Distribution
Compliance Period has the meaning
given to it in Regulation S under the Securities Act;


 


20

















 


Dollar Equivalent means, in relation to an amount in an Agreed Currency other than US Dollars
on the day on which the calculation falls to be made, the amount of US Dollars
which could be purchased with that amount of the Agreed Currency using the spot
rate of exchange shown on the Reuters ECB 37 for the purchase in the London
foreign exchange market of euro with the Agreed Currency at or about 11.00 a.m.
on the date which the calculation falls to be made;


 


DPP Collections
means, on any Collection Date in
respect of an Agreed Currency:


 


A-B-C


 


where:


 


A                                      is the aggregate of all amounts denominated in that Agreed Currency
received for the account of the European Receivables Warehouse Company or the
relevant Master Purchaser, as the case may be into a Collection Account in
relation to a Securitised Receivable;


 


B                                        is the aggregate of all amounts denominated in that Agreed Currency
received by the European Receivables Warehouse Company or the relevant Master
Purchaser, as the case may be into a Collection Account in relation to
Securitised Receivables which represent the Discount element of such amounts
collected;


 


C                                        is the IPP Collections on that Collection Date in respect of that
Agreed Currency;


 


DPP Ledger means the ledger maintained by the Master Servicer which will, in
respect of each Agreed Currency:


 


(a)                                  be adjusted as appropriate with all amounts denominated in such
Agreed Currency received for the account of the European Receivables Warehouse
Company, the European Master Purchaser or the US Master Purchaser or the
relevant Originator, as the case may be, into a Collection Account in respect
of the Securitised Receivables which represent the Deferred Purchase Price
element of the Purchase Price of such Securitised Receivables;


 


(b)                                 be adjusted as appropriate by (x) all amounts denominated in such
Agreed Currency (other than US dollars) which have been paid by the European
Master Purchaser on such Business Day to the European Receivables Warehouse
Company and by the European Receivables Warehouse Company to an Originator in
respect of the Deferred Purchase Price of Securitised European Receivables and
(y) in the case of the DPP Ledger kept in respect of US dollars for the US
Master Purchaser, all amounts by which the Interest of a US Originator has been
increased in respect of the Deferred Purchase Price of Securitised US
Receivables; and


 


(c)                                   be adjusted as appropriate by all amounts denominated in such Agreed
Currency received by the European Receivables Warehouse Company, the European
Master Purchaser or the US Master Purchaser on each Business Day in respect of
Defaulted Receivables and (in the case of European Receivables only)
Written-off Receivables;


 


Due Date means,
in respect of any Receivable, the date on which such Receivable is expressed to
be payable in the relevant Invoice for that Receivable or, if different, the
date on which the Master Servicer (acting as a prudent servicer) anticipates
such Receivable will be paid in the light of any variation of the terms of the
Contract from which such Receivable is derived or any custom or practice
pertaining to Receivables of a type similar in nature to such Receivable;


 


Dutch
Collection Account Agreements means
the Fortis Bank Dutch Collection Account Agreement, the ABN AMRO Dutch
Collection Account Agreement, the ING Dutch Collection Account Agreement and
the Postbank Dutch Collection Account Agreement;


 


Dutch
Collection Account Banks means
ABN-AMRO Bank N.V., Fortis Bank Nederland, ING Bank N.V. and Postbank N.V.
and/or such other banks appointed from time to time in replacement thereof or


 


21

















 


in addition thereto with the consent of the
Security Agent and the Buhrmann European Note Purchasers and which enter into
an agreement on substantially similar terms;


 


Dutch
Collection Account Protection Notice has the meaning specified in Clause 2.4 of each Dutch
Collection Account Agreement;


 


Dutch
Collection Accounts means, as at
the European Closing Date, the Fortis Bank Dutch Collection Account, the ABN
AMRO Dutch Collection Accounts, the ING Dutch Collection Account and the
Postbank Dutch Collection Accounts;


 


Dutch
Collection Claims has the meaning
specified in Recital (B) of the ABN AMRO Dutch Collection Claims Pledge
Agreement, the ING Dutch Collection Claims Pledge Agreement, the Fortis Bank
Dutch Collection Claims Pledge Agreement and the Postbank Dutch Collection
Claims Pledge Agreement;


 


Dutch
Collection Claims Pledge has the
meaning specified in Recital (C) of the ABN AMRO Dutch Collection Claims Pledge
Agreement, the Fortis Bank Dutch Collection Claims Pledge Agreement, the ING
Bank Dutch Collection Claims Pledge Agreement and the Postbank Dutch Collection
Claims Pledge Agreement;


 


Dutch
Collection Claims Pledge Agreements means the Fortis Bank Dutch Collection Claims Pledge Agreement, the
ABN AMRO Dutch Collection Claims Pledge Agreement, the ING Dutch Collection
Claims Pledge Agreement and the Postbank Dutch Collection Claims Pledge
Agreement;


 


Dutch
Eligibility Criteria means the
eligibility criteria set out in Schedule 1 of the Dutch Master Receivables
Purchase Agreement and Schedule 1 to the Onward Dutch Master Receivables
Purchase Agreement in relation to the Dutch Receivables;


 


Dutch Master
Receivables Purchase Agreement means
the purchase agreement dated 27 September 2000, as amended and restated on or
before the MTN Closing Date between the European Receivables Warehouse Company,
the Security Agent, the Parent and the Dutch Originators;


 


Dutch
Originator European Receivables Warehouse Company  Power of
Attorney means the power of attorney executed by each Dutch
Originator on or before the European Closing Date substantially in the form set
out in Schedule 6 to the Dutch Master Receivables Purchase Agreement;


 


Dutch
Originator Offer to Sell means
any offer which may be made by a Dutch Originator to the European Receivables
Warehouse Company in accordance with the terms of the Dutch Master Receivables
Purchase Agreement to sell the benefit of Dutch Receivables derived from
Contracts;


 


Dutch
Originator Powers of Attorney
means each Dutch Originator European Receivables Warehouse Company Power of
Attorney and each Dutch Originator Security Agent Power of Attorney;


 


Dutch
Originator Security Agent Power of Attorney means the power of attorney executed by each Dutch Originator on or
before the European Closing Date substantially in the form set out in
Schedule 5 to the Dutch Master Receivables Purchase Agreement;


 


Dutch
Originator Solvency Certificate means the form of
solvency certificate as set out in Schedule 3 to the Dutch Master Receivables
Purchase Agreement;


 


Dutch
Originators means the Initial Dutch Originators and any
Additional Dutch Originators from time to time;


 


Dutch
Receivable means a Receivable in
respect of a contract entered into between a Dutch Originator and an Obligor;


 


22

















 


Dutch Security has the meaning specified in Clause 3.2 of the European Master
Purchaser Deed of Charge and Clause 3.2 of the European Receivables Warehouse
Company Deed of Charge;


 


Early European
Amortisation Event means (with
respect to an Agreed Currency (other than US Dollars)) (i) the occurrence of a
Buhrmann Termination Event; or (ii) the occurrence and continuation of any
other European Stop Funding Event with respect to such Agreed Currency for more
than 35 days;


 


Early US
Amortisation Event means (i) the
occurrence of a Buhrmann Termination Event; or (ii) the occurrence and
continuation of any US Stop Funding Event for more than 35 days;


 


Effective Date means the US Closing Date;


 


Eligibility
Criteria means the US Eligibility
Criteria and/or the European Eligibility Criteria, as the context may require;


 


Eligible Bank means a bank the short-term, unsecured, unguaranteed and
unsubordinated debt obligations of which are rated at least “A-1+” or “P-1” (or
its equivalent) by the Rating Agencies;


 


Eligible Currency
means euro, Sterling and US
Dollars;


 


Eligible Dutch
Receivable means, at any time, a
Dutch Receivable that satisfies the Dutch Eligibility Criteria;


 


Eligible
English Receivable means, at any
time, an English Receivable that satisfies the English Eligibility Criteria;


 


Eligible
European Receivable means an
Eligible Dutch Receivable and/or an Eligible English Receivable, as the context
requires;


 


Eligible Investments means any of demand or time deposits, certificates of deposit and
other short-term unsecured debt obligations issued by an entity the unsecured,
unguaranteed and otherwise unsupported short-term obligations of which are
rated at least “A-1+” by Standard & Poor’s and “P-1” by Moody’s) provided
that in all cases such investments have a maturity date falling no later than
the next following date on which a payment is required to be made with the
monies invested therein and that amounts due can be paid without reduction or
withholding on account of Tax;


 


Eligible
Obligor Country means any of
Belgium, Canada, France, Germany, Italy, Luxembourg, The Netherlands, Spain,
Sweden, the United Kingdom and the United States;


 


Eligible
Originator Country means any of
The Netherlands, England, the United States and such other country or countries
as may from time to time be agreed between the Master Purchasers, the Buhrmann
Note Purchasers and the Security Agent and that satisfies the Rating Condition;


 


Eligible
Receivable means an Eligible US
Receivable and/or an Eligible European Receivable, as the context requires;


 


Eligible US
Collection Account L/C Provider means
a bank or other financial institution the unsecured, unguaranteed and otherwise
unsupported short-term obligations of which are rated at least “P-1” by Moody’s
and at least “A-1+”  by Standard and
Poor’s;


 


Eligible US
Collection Account Letter of Credit means a letter of credit issued by an Eligible US Collection Account
L/C Provider payable to the Security Agent, as agent for the US Master
Purchaser Secured Parties, as beneficiary thereof, in form and substance
satisfactory to the Rating Agencies;


 


Eligible US
Receivable means, at any time, a
US Receivable that satisfies the US Eligibility Criteria;


 


23

















 


Encumbrance includes any mortgage, charge (whether legal or equitable), pledge,
lien, hypothecation or other encumbrance or other security interest securing
any obligation of any person or any other type of agreement, trust or
arrangement (including, without limitation, title transfer and retention arrangements)
having a similar effect but, for the avoidance of doubt shall not include (a) a
right of counterclaim or (b) a right of set-off arising by contract or
operation of law not constituting a mortgage, charge or other encumbrance under
applicable law;


 


English
Assigned Agreements has the
meaning specified in Clause 3.1(b) of the European Master Purchaser Deed of
Charge and Clause 3.1(b) of the European Receivables Warehouse Company
Deed of Charge;


 


English
Collection Account Bank means, as at the
European Closing Date, Barclays Bank PLC or such other bank appointed from time
to time in replacement thereof with the consent of the Security Agent and the
Buhrmann European Note Purchasers and which has entered into a deed on
substantially similar terms to the English Collection Account Deed;


 


English
Collection Account Deed means the
deed dated 27 September 2000, as amended and restated on 26 November 2001 and
on or before the MTN Closing Date, between the Master Servicer,  the European
Receivables Warehouse Company, each Initial English Originator, the Security Agent and the English
Collection Account Bank in respect of the English Collection Accounts;


 


English
Collection Account Mandate means
a mandate substantially in the form set out in the Schedule to the English
Collection Account Deed in respect of each English Collection Account
containing the resolutions, instructions and signature authorities relating to
the English Collection Account;


 


English
Collection Account Protection Notice has the meaning given to it in Clause 3.2 of the English
Collection Account Deed;


 


English
Collection Accounts means, as at the
European Closing Date, the BACs Collection Accounts and the Cheque Collection
Account, being:


 


(a)                                  account numbers 20364622 and 20084832 at Barclays Bank PLC in the name of
Robert Horne Group plc;


 


(b)                                 account numbers
20621161 and 80302538 at Barclays Bank PLC in the name of The M6 Paper Group
Limited; and


 


(c)                                  account numbers
50044334 and 10822639 at Barclays Bank PLC in the name of The Howard Smith
Paper Group Limited;


 


English
Eligibility Criteria means the
eligibility criteria set out in Schedule 3 to the English Originator Warranty
and Indemnity Deed and Schedule 3 to the European Receivables Warehouse Company
English Warranty and Indemnity Deed in relation to the English Receivables;


 


English
Originator European Receivables Warehouse Company Completion Power of Attorney means the power of attorney executed by each English Originator on
or before the European Closing Date substantially in the form set out in
Schedule 2 to the English Standard Terms and Conditions;


 


English
Originator European Receivables Warehouse Company Powers of Attorney means the English Originator European Receivables Warehouse Company
Completion Power of Attorney and the English Originator European Receivables
Warehouse Company Proceedings Power of Attorney;


 


English
Originator European Receivables Warehouse Company Proceedings Power of Attorney
means the power of attorney
executed by each English Originator on or before the European Closing Date
substantially in the form set out in Schedule 1 to the English Standard
Terms and Conditions;


 


24

















 


English
Originator Notice of Intention to Make Offers to Sell means the notice of intention to make offers to sell English
Receivables to the European Receivables Warehouse Company entered into by each
English Originator;


 


English
Originator Offer to Sell means
any offer which may be made by an English Originator to the European
Receivables Warehouse Company in accordance with the terms of the English
Originator Notice of Intention to Make Offers to Sell to sell the benefit of
English Receivables derived from Contracts;


 


English
Originator Powers of Attorney
means the English Originator European Receivables Warehouse Company Powers of
Attorney and the English Originator Security Agent Powers of Attorney;


 


English
Originator Security Agent Completion Power of Attorney means the power of attorney executed by each English Originator on
or before the European Closing Date substantially in the form set out in
Schedule 4 to the English Standard Terms and Conditions;


 


English
Originator Security Agent Powers of Attorney means the Security Agent Completion Power of Attorney and the
Security Agent Proceedings Power of Attorney;


 


English
Originator Security Agent Proceedings Power of Attorney means the power of attorney executed by each English Originator on
or before the European Closing Date substantially in the form set out in
Schedule 3 to the English Standard Terms and Conditions;


 


English
Originator Warranty and Indemnity Deed means the warranty and indemnity deed dated 27 September 2000, as
amended and restated on or before the MTN Closing Date between the Initial
English Originators, the European Receivables Warehouse Company, the Security
Agent and the Parent;


 


English
Originators means the Initial
English Originators and any Additional English Originators;


 


English
Receivable means a Receivable in
respect of a contract entered into between an English Originator and an
Obligor;


 


English
Receivables Sale Contract means
each contract concluded for the sale of English Receivables between an English
Originator and the European Receivables Warehouse Company arising from due
acceptance of an English Originator Offer to Sell and incorporating the English
Standard Terms and Conditions;


 


English
Standard Terms and Conditions means
the standard terms and conditions to be expressly and specifically incorporated
into any contract in respect of an English Receivable concluded by acceptance
of any English Originator Offer to Sell or any European Receivables Warehouse
Company Offer to Sell, signed on the MTN Closing Date for the purposes of
identification by Freshfields Bruckhaus Deringer and Linklaters;


 


English Warranties
means the warranties set out in
Schedules 1 and 2 to the English Originator Warranty and Indemnity Deed and
Schedules 1 and 2 of the European Receivables Warehouse Company English
Warranty and Indemnity Deed;


 


ERISA means the US Employee Retirement Income Security Act of 1974, as
amended from time to time;


 


ERISA Affiliate
means any trade or business
(whether or not incorporated) that, together with a US Originator is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for the
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code;


 


ERISA Event means:


 


25

















 


(a)                                  a Reportable Event with respect to a Plan,


 


(b)                                 the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived,


 


(c)                                  the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan,


 


(d)                                 the incurrence by a US Originator or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan,


 


(e)                                  the receipt by a US Originator or any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan,


 


(f)                                    the incurrence by a US Originator or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan, or


 


(g)                                 the receipt by a US Originator or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from a US Originator or the US
Master Purchaser, as the case may be, or any of its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganisation,
within the meaning of Title IV of ERISA;


 


Estimated
Funding Costs means the sum of
all amounts estimated by the Cash Manager based on information provided to it
by the Master Servicer and the Jersey Company Cash Administrator as being the
expected costs of the European Receivables Warehouse Company, the Master
Purchasers and each Buhrmann Note Purchaser, calculated on an annualised basis,
including, but not limited to the sum of:


 


(a)                                  the discount payable on the CP Notes (if applicable) (expressed as
the difference between the face amount and the issue price thereof);


 


(b)                                 the market costs of entering into and/or terminating any spot and
forward foreign exchange transactions in respect of the CP Notes or the MTNs
(if applicable);


 


(c)                                  the dealer fees and commitment fees incurred in respect of the
issuance of the CP Notes (if applicable);


 


(d)                                 the amounts payable pursuant to paragraphs (a) to (l) inclusive of
the MTN Pre-Enforcement Interest Priority of Payments other than interest
payable in respect of Fixed Rate Notes (if applicable);


 


(e)                                  the interest payable in respect of Fixed Rate Notes (if applicable);


 


(f)                                    the dealer fees incurred in respect of the MTNs (if applicable);


 


(g)                                 any amount required to be paid to the Jersey Company Overdraft Bank,
the Jersey Company L/C Bank or the Jersey Company Liquidity Banks (if
applicable);


 


(h)                                 any amount required to be paid to the MTN Issuer Liquidity Facility
Provider (if applicable);


 


(i)                                     the fees costs and expenses and indemnity amounts, payable to the
Buhrmann Note Purchasers, the European Receivables Warehouse Company, the
Master Purchasers, the Master Servicer, the Cash Manager, the Jersey Company
Security Trustee, the Security Agent, the Jersey Company Liquidity Agent, the
CP Issuer Corporate Administrator, the European Receivables Warehouse Company
Account Bank, the Master Purchaser Account Banks, the Jersey Company Cash
Administrator, the MTN Issuer Liquidity Facility Provider, the Liquidation


 


26

















 


Servicer, the MTN Trustee, the MTN Security
Trustee, the MTN Paying Agents, the MTN Issuer Account Bank and the MTN Issuer
Corporate Administrator pursuant to the Transaction Documents;


 


(j)                                     any increased costs incurred by, or withholding on any amounts due
to, any of the CP Issuer, the Buhrmann Note Purchasers and the Master
Purchasers; and


 


(k)                                  the Commitment Fee;


 


EURIBOR means the euro-zone inter bank offered rate;


 


Euro, euros
or € means
the currency introduced at the commencement of the third stage of the European
Economic and Monetary Union on 1 January 1999 pursuant to the Treaty
establishing the European Communities as amended by the Treaty on European
Union;


 


Euro Equivalent
means, in relation to an amount
in an Agreed Currency other than euro on the day on which the calculation falls
to be made, the amount of euro which could be purchased with that amount of the
Agreed Currency using the spot rate of exchange shown on the Reuters ECB 37 for
the purchase in the London foreign exchange market of euro with the Agreed
Currency at or about 11.00 a.m. on the date which the calculation falls to be
made;


 


Euro
Securitisation CP Funded Facility means
the facility granted to the European Master Purchaser by the Initial Buhrmann
Note Purchaser in the European Master Purchaser Funding Deed to enable the
European Master Purchaser to raise funds by issuing Buhrmann European Notes
denominated in euros and for the Initial Buhrmann Note Purchaser to subscribe
for Buhrmann European Notes denominated in euros in accordance with Clause 2 of
the European Master Purchaser Funding Deed;


 


Euro
Securitisation CP Funded Facility Amount means, at any time, the amount equal to the Jersey Company Euro
Liquidity Facility Limit at that time (or such greater or lesser amount to which the euro
denominated portion of the European Securitisation CP Funded Facility may be
increased or reduced as a result of the operation of Clause 2.4 of the European
Master
Purchaser Funding Deed or as agreed between the European Master Purchaser and
the Jersey Company from time to time) or following the Redenomination Date the aggregate
of euro 55 million and the Euro Equivalent of the Jersey Company
Sterling Liquidity Facility Limit as at that relevant time;


 


Euroclear means Euroclear Bank S.A./N.V. as operator of the Euroclear System;


 


Europcenter means
Buhrmann Europcenter N.V.;


 


European Asset
Liability Test will be satisfied in respect of an Agreed Currency if:


 


A– C is equal to or greater than B


 


where:


 


A                                      is the aggregate of the Face Amounts of Securitised Receivables
(including any Receivables which are to be purchased by the European
Receivables Warehouse Company and on-sold to the European Master Purchaser on
such Business Day) denominated in that Agreed Currency on each Business Day
less any Defaulted Receivables and Written-off Receivables denominated in that
Agreed Currency less in that Agreed Currency, the sum of (i) Dilutions; (ii)
items C and D set out in the definition of Required Reserve Amount; (iii)
Excess Concentrations; and (iv) Unallocated Cash Proceeds, in each case
denominated in that Agreed Currency plus (v) the cash proceeds of Subordinated
Buhrmann European Notes which are outstanding on that Business Day which have
not been used to purchase European Receivables but have been transferred to the
relevant European Master Purchaser Transaction Account to be used as European
Master Purchaser Available Funds;


 


27

















 


B                                        is the sum of the Discounted Value of Buhrmann European Notes
denominated in such Agreed Currency then outstanding at the end of such
Business Day; and


 


C                                        is the Required Reserve Amount denominated in such Agreed Currency;


 


European
Average Default Ratio means, on
any Calculation Date and with respect to any Agreed Currency (other than US
Dollars), the fraction expressed as a percentage obtained by dividing (A) the
aggregate of the Default Ratios for such Agreed Currency on that Calculation
Date and the preceding two Calculation Dates by (B) three;


 


European
Average Delinquency Ratio means,
on any Calculation Date and with respect to any Agreed Currency (other than US
Dollars), the fraction expressed as a percentage obtained by dividing (A) the
aggregate of the Delinquency Ratios for such Agreed Currency on that
Calculation Date and the preceding two Calculation Dates by (B) three;


 


European
Average Dilution Ratio means, on
any Calculation Date and with respect to any Agreed Currency (other than US
Dollars), the fraction expressed as a percentage obtained by dividing (A) the
aggregate of the Dilution Ratios for such Agreed Currency on that Calculation
Date and the preceding two Calculation Dates by (B) three;


 


European
Average Days Sales Outstanding
means, on any Calculation Date, the Average Dutch Days Sales Outstanding or the
Average English Days Sales Outstanding, as the context requires;


 


European
Closing Date means 27 September
2000;


 


European
Eligibility Criteria means the
Dutch Eligibility Criteria and/or the English Eligibility Criteria, as the
context requires;


 


European Master
Purchaser means Silver
Securitisation B.V.;


 


European Master
Purchaser Account Bank means
Deutsche Bank AG, Amsterdam Branch;


 


European  Master
Purchaser Accounts means the European Master Purchaser
Transaction Accounts and the European Master Purchaser MTN Principal Reserve
Accounts;


 


European Master
Purchaser Available Funds means
with respect to any Business Day, and each Agreed Currency (other than US
dollars):


 


(a)                                  all moneys standing to the credit of each European Master Purchaser
Transaction Account, in such Agreed Currency, as at the opening of business on
that Business Day; and


 


(b)                                 the proceeds of any Buhrmann European Notes or Subordinated Buhrmann
European Notes denominated in such Agreed Currency issued on that Business Day
or issued on any preceding Business Day and not fully utilised provided that
European Master Purchaser Available Funds shall not include (i) amounts equal
to 5 per cent. of the fees paid or due and payable to Deutsche
International Trust Company N.V. under the European Master Purchaser Corporate
Administration Agreement; and (ii) amounts due and owing by the European Master
Purchaser to meet its liabilities to any taxation authority in respect of any tax
(other than Netherlands corporate income tax in relation to the amount referred
to in (i) above);


 


European  Master
Purchaser Charged Property means the whole of the right, title,
benefit and interest of the European Master Purchaser in the property, assets
and rights of the European Master Purchaser described in Clause 3 of the
European Master Purchaser Deed of Charge and all other property, assets and
rights whatsoever of the European Master Purchaser and wheresoever situated,
present and future, including without limitation any uncalled share capital of
the European Master Purchaser (but excluding always the sum of euro 1
retained by the European Master Purchaser);


 


28

















 


European Master
Purchaser Corporate Administration Agreement means the agreement dated on or before the MTN Closing Date between
the European Master Purchaser and Deutsche International Trust Company N.V.;


 


European  Master
Purchaser Deed of Charge means the guarantee and deed of charge
dated on or before the MTN Closing Date, between the European Master Purchaser,
the Buhrmann Note Purchasers, the Cash Manager, the Master Servicer, the
European Master Purchaser Account Bank, the Liquidation Servicer  and the Security Agent;


 


European  Master
Purchaser Dutch Law Pledge Agreement means the agreement dated on or before the MTN
Closing Date, between the European Master Purchaser, the Buhrmann Note
Purchasers, the Cash Manager and the Security Agent;


 


European  Master
Purchaser Enforcement Notice means in respect of the Buhrmann European
Notes, a notice served by the Security Agent on the European Master Purchaser
pursuant to Buhrmann European Note Condition 10;


 


European  Master
Purchaser Euro MTN Principal Reserve Account means the account
of the European Master Purchaser (account number 265462819 0000 EUR 001)
with the European Master Purchaser Account Bank;


 


European  Master
Purchaser Euro Transaction Account means the account of the
European Master Purchaser (account no. 265462819 0000 EUR 000) with
Deutsche Bank AG, Amsterdam;


 


European  Master
Purchaser Event of Default means the European Master Purchaser
Senior Note Event of Default or the European Master Purchaser Subordinated Note
Event of Default, as the context requires;


 


European Master
Purchaser Funding Deed means the
deed dated on or before the MTN Closing Date, relating to the issue by the
European Master Purchaser of Buhrmann European Notes from time to time between the European
Master Purchaser, the Initial Buhrmann Note Purchaser, the MTN Issuer, the
Master Servicer, the Security Agent and the Parent;


 


European Master
Purchaser Further Security Agreement means an agreement, by way of security via a first ranking pledge or
other similar security interest, for the payment and discharge of the European
Master Purchaser Secured Obligations, subject to Clause 4 of the European
Master Purchaser Deed of Charge, granted by the European Master Purchaser and
entered into from time to time by the European Master Purchaser in respect of
any Securitised Receivables purchased by it from the European Receivables
Warehouse Company (whether in respect of The Netherlands, England or any other
Eligible Originator Country);


 


European  Master Purchaser
German Law Pledge Agreement means the pledge agreement dated on or
before the MTN Closing Date, between the European Master Purchaser, the
Buhrmann European Note Purchasers, the Cash Manager and the Security Agent;


 


European Master
Purchaser Guaranteed Obligations has the meaning
specified in Clause 2.1 of the US Master Purchaser Security Agreement;


 


European Master
Purchaser Indemnities means,
without double counting, all amounts due and payable by the European Master
Purchaser from time to time under Clause 7.3, 8.2 or 13 of the European
Master Purchaser Funding Deed, Clauses 7.6 and 8.3(f) of the Onward Dutch
Receivables Purchase Agreement, Clauses 2.3(e) and 4.6 of the European
Receivables Warehouse Company English Warranty and Indemnity Deed,
Clause 11.10 of the Cash Management Agreement and any other indemnity or
similar payments due and payable by the European Master Purchaser under the
Transaction Documents;


 


29

















 


European Master
Purchaser MTN Principal Reserve Accounts means the European Master Purchaser Euro MTN Principal Reserve
Account and the European Master Purchaser Sterling MTN Principal Reserve
Account;


 


European Master
Purchaser MTN Principal Reserve Amount means
with respect to any Accumulation Period and with respect to any MTN denominated
in an Agreed Currency other than US dollars that is specified in the applicable
Supplement to be redeemable on the related MTN Expected Maturity Date, an
amount equal to (a) a third of the nominal amount of any such MTN that is
denominated in euros or (b) a third of the nominal amount of any such MTN that
is denominated in Sterling;


 


European Master
Purchaser Post-Enforcement Priority of Payments means the order of priorities of payments set out in Clause 8.3
of the European Master Purchaser Deed of Charge;


 


European Master
Purchaser Power of Attorney means
the power of attorney granted by the European Master Purchaser to the Security
Agent substantially in the form set out in Schedule 1 of the European Master
Purchaser Deed of Charge;


 


European Master
Purchaser Pre-Enforcement Priority of Payments means the order of priorities of payments set out in Clause 7.3 of
the European Master Purchaser Deed of Charge;


 


European Master Purchaser Priority
of Payments means the European Master Purchaser Pre-Enforcement Priority of Payments
and/or the European Master Purchaser Post-Enforcement Priority of Payments, as
the context requires;


 


European Master
Purchaser Reserve Accounts means
the European Master Purchaser MTN Principal Reserve Accounts and/or the European
Liquidation Servicer Fee Reserve Account;


 


European Master
Purchaser Secured Creditors means
each of:


 


(a)                                  the Security Agent;


 


(b)                                 the Cash Manager (in its capacity as cash manager for the European
Master Purchaser);


 


(c)                                  the Buhrmann European Noteholders;


 


(d)                                 each Buhrmann European Note Purchaser;


 


(e)                                  the Subordinated Buhrmann European Noteholders;


 


(f)                                    each Subordinated Buhrmann European Note Purchaser;


 


(g)                                 with respect to the obligations of the European Master Purchaser
under Clause 2.2 of the European Master Purchaser Deed of Charge, the US
Master Purchaser Secured Parties;


 


(h)                                 the Liquidation Servicer; and


 


(i)                                     such other persons who may from time to time be acceded as a
beneficiary of the European Master Purchaser Security Documents;


 


European Master
Purchaser Secured Obligations means
the aggregate of all moneys and other liabilities for the time being due or
owing by the European Master Purchaser:


 


(a)                                  to the Security Agent, the Liquidation Servicer, any Receiver, any
Manager, the US Master Purchaser Secured Parties, the Buhrmann European
Noteholders and the Subordinated Buhrmann European Noteholders under or
pursuant to the European Master Purchaser


 


30

















 


Security Documents, the Buhrmann European
Notes and the Subordinated Buhrmann European Notes;


 


(b)                                 to the Cash Manager (in its capacity as cash manager for the
European Master Purchaser) under the Cash Management Agreement and the European
Master Purchaser Security Documents; and


 


(c)                                  to any Buhrmann European Note Purchaser or any Subordinated Buhrmann
European Note Purchaser under the European Master Purchaser Funding Deed and
the European Master Purchaser Security Documents;


 


European Master
Purchaser Security Documents means
the European Master Purchaser Deed of Charge, the European Master Purchaser
Dutch Law Pledge Agreement, the European Master Purchaser German Law Pledge
Agreement and the Dutch Collection Claims Pledge Agreements;


 


European Master
Purchaser Senior Expenses means
the amounts set out in paragraphs (a) to (d) in the European Master Purchaser
Pre-Enforcement Priority of Payments;


 


European Master
Purchaser Senior Note Event of Default means the occurrence of any of the events set out in Buhrmann
European Note Condition 10;


 


European  Master Purchaser
Sterling MTN Principal Reserve Account means the account of the
European Master Purchaser (account number 265462819 0000 GBP 001) with the
European Master Purchaser Account Bank;


 


European
Master Purchaser Sterling Transaction Account means the account of the European
Master Purchaser (account no. 265461928 0000 GBP
000) in the name of the European Master
Purchaser maintained with Deutsche Bank AG, Amsterdam;


 


European Master
Purchaser Subordinated Note Event of Default means
the occurrence of any of the events set out in Subordinated Buhrmann European
Note Condition 10;


 


European Master
Purchaser Transaction Accounts means
the European Master Purchaser Sterling Transaction Account and the European
Master Purchaser Euro Transaction Account;


 


European Master
Receivables Purchase Agreement means
each of the Dutch Master Receivables Purchase Agreement, any English
Receivables Sale Contract and any Further European Master Receivables Purchase
Agreement and relevant
European Master Receivables Purchase Agreement means, in
relation to any European Originator, the European Master Receivables Purchase
Agreement to which such European Originator is a party;


 


European
Originator means a Dutch
Originator or an English Originator, as the context requires;


 


European Receivable
means a Dutch Receivable and/or an English
Receivable, as the context requires;


 


European
Receivables Warehouse Company means Buhrmann Silver S.A.;


 


European Receivables Warehouse Company
Account Bank  means Deutsche
Bank AG, Amsterdam and any other successor bank appointed in accordance with
the Cash Management Agreement;


 


European Receivables Warehouse Company
Available Funds means with respect to any Business Day, and each Agreed Currency (other
than US dollars) (but without double counting):


 


(a)                                  all moneys standing to the credit of
the relevant European Receivables Warehouse Company Transaction Account, in
such Agreed Currency, as at the opening of business on that Business Day
representing the Initial Purchase Price and Deferred Purchase Price received by
the European Receivables Warehouse Company from the European Master Purchaser;


 


31

















 


(b)                                 interest on all moneys standing to the
credit of the relevant European Receivables Warehouse Company Transaction
Account; and


 


(c)                                  interest and other amounts accrued on
all Eligible Investments purchased with moneys standing to the credit of the
relevant European Receivables Warehouse Company Transaction Account;


 


European Receivables Warehouse Company Charged
Property means the whole of the right, title, benefit and interest of the
European Receivables Warehouse Company in the property, assets and rights of
the European Receivables Warehouse Company described in Clause 3 of the
European Receivables Warehouse Company Deed of Charge and all other property,
assets and rights whatsoever of the European Receivables Warehouse Company and
wheresoever situated, present and future, including without limitation any
uncalled share capital of the European Receivables Warehouse Company (but
excluding always the sum of 1 euro retained by the European Receivables
Warehouse Company);


 


European Receivables Warehouse Company
Corporate Administration Agreement means the agreement dated 1 October
2000, as amended and restated on or about the MTN Closing Date, between the
European Receivables Warehouse Company and Europcenter;


 


European Receivables Warehouse Company  Deed of Charge  means the guarantee and deed of charge
dated 27 September 2000, as amended and restated on 28 September 2001
and on or before the MTN Closing Date, between the European Receivables
Warehouse Company, the European Master Purchaser, the Cash Manager, the Master
Servicer, the European Receivables Warehouse Company Account Bank, the
Liquidation Servicer and the Security Agent;


 


European Receivables Warehouse Company Dutch
Law Pledge Agreement means the agreement dated
27 September 2000, as amended and restated on or before the MTN
Closing Date, between the European Receivables Warehouse Company, the European
Master Purchaser, the Cash Manager and the Security Agent;


 


European Receivables Warehouse Company  Enforcement Notice means a notice served by the Security
Agent on the European Master Purchaser in accordance with the European
Receivables Warehouse Company Deed of Charge;


 


European Receivables Warehouse Company
English Warranty and Indemnity Deed  means the warranty and indemnity deed dated the MTN Closing Date between
the European Receivables Warehouse Company, the Security Agent and the European
Master Purchaser;


 


European Receivables Warehouse Company  Euro Transaction Account means the account of the European
Receivables Warehouse Company (account no. 26.5439.841
0000 EUR 000) with Deutsche Bank AG,
Amsterdam;


 


European
Receivables Warehouse Company Further Security Agreement means an agreement, by way of security via a first ranking pledge or
other similar security interest, for the payment and discharge of the European Receivables Warehouse Company Secured
Obligations, subject to Clause 4 of the European
Receivables Warehouse Company Deed of Charge, granted by the European Receivables Warehouse Company and
entered into from time to time by the European
Receivables Warehouse Company in respect of any Securitised Receivables
purchased by it from the any Additional Originators (whether in respect of The
Netherlands, England or any other Eligible Originator Country);


 


European Receivables Warehouse Company German
Law Pledge Agreement means the pledge agreement dated
27 September 2000, as amended and restated on or before the MTN
Closing Date, between the European Receivables Warehouse Company, the European
Master Purchaser, the Cash Manager and the Security Agent;


 


European Receivables Warehouse Company  Indemnities means, without double counting, all amounts due and payable by the European Receivables Warehouse Company from
time to time under Clauses 7.6 and 8.3(f) of the Dutch Receivables
Purchase Agreement, Clauses 2.3(e) and 4.6 of the English


 


32

















 


Originator
Warranty and Indemnity Deed, Clause 11.10 of the Cash Management Agreement
and any other indemnity or similar payments due and payable by the European Receivables Warehouse Company
under the Transaction Documents;


 


European Receivables Warehouse Company  Notice of Intention to Make Offers to Sell  means the notice of intention to make
offers to sell English Receivables to the European Master Purchaser entered
into by the European Receivables Warehouse Company;


 


European Receivables Warehouse Company Offer
to Sell  means any offer which may be made by
the European Receivables Warehouse Company to the European Master Purchaser in
accordance with the terms of the European Receivables Warehouse Company Notice
of Intention to Make Offers to Sell to sell the benefit of English Receivables
derived from Contracts;


 


European Receivables Warehouse Company Profit means such amount as shall be
determined by the European Master Purchaser, the Cash Manager and the MTN
Security Trustee prior to the MTN Closing Date;


 


European
Receivables Warehouse Company Secured Creditors means each of:


 


(a)                                  the Security Agent;


 


(b)                                 the Cash Manager (in its capacity as
cash manager for the European Receivables Warehouse Company);


 


(c)                                  the European Master Purchaser;


 


(d)                                 the Liquidation Servicer; and


 


(e)                                  such other persons who may from time to
time be acceded as a beneficiary of the European Receivables Warehouse Company
Security Documents;


 


European Receivables Warehouse Company
Secured Obligations means the aggregate of all moneys and other
liabilities for the time being due or owing by the European Receivables
Warehouse Company:


 


(a)                                  to the Security Agent, the Liquidation
Servicer, any Receiver, any Manager and the European Master Purchaser under or
pursuant to the European Receivables Warehouse Company Security Documents;


 


(b)                                 to the Cash Manager (in its capacity as
cash manager for the European Receivables Warehouse Company) under the Cash
Management Agreement and the European Receivables Warehouse Company Security
Documents; and


 


(c)                                  the European Master Purchaser under any
Onward European Master Receivables Purchase Agreement and the European
Receivables Warehouse Company Security Documents;


 


European Receivables Warehouse Company
Security Documents means the European Receivables Warehouse Company
Deed of Charge, the European Receivables Warehouse Company Dutch Law Pledge
Agreement, the European Receivables Warehouse Company German Law Pledge
Agreement and the Dutch Collection Claims Pledge Agreements;


 


European
Receivables Warehouse Company  Sterling Transaction Account means the account of the European
Receivables Warehouse Company (account no. 26.5439.841 0000
GBP 001) in the name of the European
Receivables Warehouse Company maintained with Deutsche Bank AG,
Amsterdam;


 


33

















 


European Receivables Warehouse Company  Transaction Accounts means the European Receivables
Warehouse Company Sterling Transaction Account and the European Receivables
Warehouse Company Euro Transaction Account;


 


European
Registrar means, in respect of
the Buhrmann European Notes, the European Master Purchaser or any successor
thereto appointed in accordance with Clause 19 of the Servicing Agreement
and in accordance with the Buhrmann European Note Conditions;


 


European
Securitisation Availability Period means the European Securitisation CP Availability Period and/or, the
European Securitisation MTN Availability Period, as the context requires;


 


European
Securitisation CP Availability Period means the period from and including the MTN Closing Date to, but
excluding, the earlier of (i) the Jersey Company Liquidity Termination Date, (ii) the
occurrence of an Early European Amortisation Event with respect to both euros
and Sterling, (iii) the occurrence of a European Master Purchaser Event of
Default (which, if capable of remedy, remains unremedied) and (iv) the
occurrence of a Buhrmann Termination Event;


 


European
Securitisation CP Funded Facility means the Euro Securitisation CP Funded Facility and/or the Sterling
Securitisation CP Funded Facility, as the context may require;


 


European
Securitisation CP Funded Facility Amount means, at any time, the sum of the Euro Securitisation CP Funded
Facility Amount and the Sterling Securitisation CP Funded Facility Amount at
that time;


 


European
Securitisation Facility means the
committed note issuance facility granted to the European Master Purchaser to
enable the European Master Purchaser to raise funds by issuing Buhrmann
European Notes to one or more Buhrmann European Note Purchasers;


 


European
Securitisation MTN Availability Period means
the period from and including the MTN Closing Date to, but excluding, the
earlier of (i) the occurrence of an Early European Amortisation Event with
respect to both euros and Sterling, (ii) the occurrence of a European Master
Purchaser Event of Default (which, if capable of remedy, remains unremedied);
and (iii) the occurrence of a Buhrmann Termination Event;


 


European Stop
Funding Event means the occurrence of any of the following
on any Business Day with respect to an Agreed Currency (other than US Dollars):


 


(a)                                  the European Master Purchaser has insufficient availability under
the European Securitisation Facility to pay the Initial Purchase Price in
respect of any European Receivable denominated in that Agreed Currency;


 


(b)                                 a Buhrmann Termination Event has occurred;


 


(c)                                  to the extent it does not constitute a Buhrmann Termination Event,
the Security Agent certifies that any change in any relevant applicable law or
regulation has impaired the ability of the Security Agent to enforce its rights
under, or to perfect any material part of the security created by, any of the
European Master Purchaser Security Documents;


 


(d)                                 on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the European Average Aggregate
Dilution Ratio exceeds 7.5 per cent. (in the case of euros) or 6 per
cent. (in the case of Sterling);


 


(e)                                  on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the European Average Aggregate
Default Ratio exceeds 5.5 per cent. (in the case of euros) or 4 per
cent. (in the case of Sterling);


 


34

















 


(f)                                    on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the European Average Aggregate
Delinquency Ratio exceeds 16.5 per cent. (in the case of euros) or
9 per cent. in the case of Sterling);


 


(g)                                 on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the European Average Days Sales
Outstanding exceeds 100 days (in the case of euros) or 100 days (in the case of
Sterling);


 


(h)                                 to the extent it does not constitute a Buhrmann Termination Event,
the Master Servicer’s Daily Report for such Agreed Currency in respect of the
immediately preceding Business Day has not been received by the Cash Manager on
that Business Day; or


 


(i)                                     after giving effect to the issue of the Buhrmann European Notes
denominated in such Agreed Currency to be issued on such Business Day and the
application by the European Master Purchaser of the proceeds thereof, the
European Asset Liability Test would not be satisfied with respect to such
Agreed Currency;


 


(j)                                     on the immediately preceding Monthly Determination Date (or on such
Business Day if such Business Day is a Monthly Determination Date) the undrawn
portion of the MTN Issuer Liquidity Facility Limit denominated in that Agreed
Currency is less than 3.5 times the Estimated Funding Costs for that
Agreed Currency of the MTN Issuer for that Agreed Currency on that Monthly
Determination Date,


 


provided that for these purposes Cross
Currency Notes will be deemed to be denominated in the Agreed Currency in which
the Buhrmann Notes purchased with the proceeds thereof are denominated;


 


European
Termination Date means the last
day of the European Securitisation Availability Period;


 


Excess
Concentration means at any time:


 


(a)                                  in the case of an Agreed Currency (other than US Dollars) the amount
by which the Aggregate Face Amount of Securitised Receivables, in such Agreed
Currency, of any Obligor exceeds the Maximum Obligor Limit of such Obligor
multiplied by the Aggregate Face Amount of all Securitised Receivables
denominated in such Agreed Currency; and


 


(b)                                 and, in the case of US Dollars:


 


(i)                                           the amount by which the Aggregate Face Amount of Securitised
Receivables, in such Agreed Currency, of any Obligor exceeds the Maximum
Obligor Limit of such Obligor multiplied by the Aggregate Face Amount of all
Securitised Receivables denominated in such Agreed Currency;


 


(ii)                                        the amount by which the Aggregate Face Amount of all Securitised US
Receivables comprising the Receivables in respect of which the Obligor is a
nation or a government, a State or any other political subdivision thereof
exceeds 5 per cent.;


 


(iii)                                       the amount by which the Aggregate Face Amount of all Securitised US
Receivables comprising Receivables in respect of any one Obligor that is a
nation or a government, a State or any other political subdivision thereof
exceeds 2 per cent; and


 


(iv)                                      the amount by which the Aggregate Face Amount of all Securitised US
Receivables comprising Receivables in respect of Cross-Billed Obligors exceeds
10 per cent.;


 


Exchange Act means the United States Securities Exchange Act of 1934, as amended;


 


35

















 


Exchange
Currency means, in relation to a
Jersey Company Foreign Exchange Transaction under the Jersey Company Foreign
Exchange Agreement, the Currency which is to be sold by the Jersey Company
Counterparty and purchased by the Securitisation Company and specified in the
Confirmation relating thereto;


 


Exchange Date means the date on or after 40 days after the applicable MTN Issue
Date;


 


Exchange Event means:


 


(a)                                  the MTN Trustee has given a MTN Enforcement Notice to the MTN
Issuer;


 


(b)                                 the MTN Issuer has been notified that both Euroclear and
Clearstream, Luxembourg have been closed for business for a continuous period
of 14 days (other than by reason of holiday, statutory or otherwise) or have
announced an intention permanently to cease business or have in fact done so
and no successor clearing system satisfactory to the MTN Trustee is available;
or


 


(c)                                  the MTN Issuer has or will become subject to adverse tax
consequences which would not be suffered were the MTNs in definitive form and a
certificate to such effect from two directors of the MTN Issuer has been given
to the MTN Trustee;


 


Expected
Defaults means the highest of the
Average Default Ratio calculated on such Calculation Date and calculated on the
preceding 11 Calculation Dates;


 


Expected
Dilutions means the highest of
the Average Dilution Ratio calculated on such Calculation Date or calculated on
any of the preceding 11 Calculation Dates;


 


Extended
Scheduled Termination Date means the date which is one year after the
Scheduled Termination Date then in effect, extended in accordance with Section
3.4 of the LLC
Agreement;


 


Extended
Scheduled Termination Date Notice means the notice provided to the
Members by the Managing Member, where the Managing Member is not the only
Member, to extend the Scheduled Termination Date then in effect by an
additional year;


 


Extraordinary
Resolution means:


 


(a)                                 a resolution passed at a meeting of the MTN Noteholders, or as the
context requires, a particular Class thereof, duly convened and held in
accordance with the MTN Trust Deed by a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands or if a poll is
duly demanded by a majority consisting of not less than three-fourths of the
votes cast on such poll; or


 


(b)                                a resolution in writing signed by or on behalf of all the MTN
Noteholders, which resolution in writing may be contained in one document or in
several documents in like form each signed by or on behalf of one or more of
the MTN Noteholders;


 


Face Amount means, in respect of each Receivable, the total amount outstanding
in respect of such Receivable as shown in the most recent Invoices File
delivered by the relevant Originator to the relevant Master Purchaser;


 


Face Value means in respect of each Buhrmann Note and each Subordinated Buhrmann
European Note, the face value thereof in the relevant Agreed Currency as stated
thereon;


 


Facility means (A) in relation to the Jersey Company Overdraft Facility
Agreement, the uncommitted multi-currency overdraft facility thereunder; or (B)
in relation to the Jersey Company Liquidity Facility Agreement, the Euro Jersey
Company Liquidity Facility and/or as the context requires, the Sterling


 


36

















 


Jersey Company Liquidity Facility and/or as
the context requires, the US Dollar Jersey Company Liquidity Facility
thereunder;


 


Facility Office
means (A) in relation to the Jersey
Company Overdraft Bank, the office identified with its signature below or such
other office as it may from time to time select; or (B) in relation to a Jersey
Company Liquidity Bank, the office identified with its signature below or such
other office as it may from time to time select;


 


Final European
Securitisation Discharge Date means
the date on which all amounts owing by the European Master Purchaser under the
Buhrmann European Notes and the Transaction Documents have been paid or
discharged in full;


 


Final US
Securitisation Discharge Date means
the date on which all amounts owing by the US Master Purchaser under the Buhrmann US Notes
and the Transaction Documents have been paid or discharged in full;


 


Fixed
Interest Period means, in connection with the MTNs, the period
from (and including) an Interest Payment Date (or the Interest Commencement
Date) to (but excluding) the next (or first) Interest Payment Date;


 


Fixed Rate Note
means an MTN
that will bear interest at a fixed rate payable in arrear on such date or dates
as may be agreed between the MTN Issuer and the relevant MTN Dealer(s) and on
redemption. Such fixed rate of interest will be calculated on the basis of such
Day Count Fraction as may be agreed between the MTN Issuer and the relevant MTN
Dealer(s);


 


Floating Rate
Note means
an MTN that will bear interest
at a floating rate determined:


 


(a)                                   on the same basis as the floating rate under a
notional interest-rate swap transaction in the relevant Agreed Currency
governed by an agreement incorporating the 2000 ISDA Definitions (as published
by ISDA and as amended and updated as at the MTN Issue Date of the first
Tranche of the MTNs of the relevant Series); or


 


(b)                                  on the basis of a reference rate appearing on
the agreed screen page of a commercial quotation service; or


 


(c)                                   on such other basis as may be agreed between
the MTN Issuer and the relevant MTN Dealer(s),


 


as indicated in the applicable
Supplement.  Interest on Floating Rate
Notes in respect of each Interest Period, as selected prior to issue by the MTN
Issuer and the relevant MTN Dealer(s), will be payable in arrear on such
Interest Payment Dates specified in, or determined pursuant to, the applicable
Supplement and will be calculated on the basis of such Day Count Fraction as
may be agreed between the MTN Issuer and the relevant MTN Dealer(s) (as
indicated in the applicable Supplement);


 


Fortis Bank
Dutch Collection Account means
the account in the name of Proost en Brandt B.V. (account
no. 21-35-35-408) with Fortis Bank Nederland;


 


Fortis Bank
Dutch Collection Account Agreement means the collection account agreement dated the European Closing
Date, as amended and restated on 26 November 2001 and on or before the MTN
Closing Date, between Proost en Brandt B.V., the Master Servicer, the European
Receivables Warehouse Company, the Security Agent and Fortis Bank Nederland;


 


Fortis Bank
Dutch Collection Claims Pledge Agreement means the collection claims pledge agreement dated the European
Closing Date, as amended and restated on or before the MTN Closing Date,
between the European Receivables Warehouse Company, the Security Agent and
Fortis Bank Nederland;


 


37

















 


FSMA means the Financial Services and Markets Act 2000;


 


Further
European Master Receivables Purchase Agreement means
any purchase agreement, in respect of Receivables originated by a member of the
Buhrmann Group in any Eligible Originator Country (other than The Netherlands,
the United States and England) to be entered into from time to time between the
European Receivables Warehouse Company, the Security
Agent, the Parent and any Additional Jurisdiction Originator(s);


 


Further
Security has the meaning
specified in Clause 3.7 of the European Receivables Warehouse Company Deed of
Charge and Clause 3.7 of the European Master Purchaser Deed of Charge, as the
case may be;


 


GAAP means, in connection with the LLC Agreement, generally accepted
accounting principles in the respective jurisdiction of the relevant entity
which are in effect as of the date of the LLC
Agreement;


 


German Security
has the meaning specified in
Clause 3.4 of the European Receivables Warehouse Company Deed of Charge and
Clause 3.4 of the European Master Purchaser Deed of Charge, as the case may be;


 


Harris means Harris Trust and Savings
Bank of 111 West Monroe Street, Chicago, Illinois, 60690;


 


Indemnified Persons has the meaning specified in
Section 12.1 of the LLC Agreement;


 


Independent
Manager means, in connection with the US Master Purchaser, Kevin P. Burns, or any
successor;


 


ING Dutch
Collection Account means the
account in the name of Bührmann-Ubbens B.V. (account no. 69-14-11-182)
with ING Bank N.V.;


 


ING Dutch
Collection Account Agreement means
the collection account agreement dated the 29 November 2000, as amended and
restated on or before the MTN Closing Date, between Bührmann-Ubbens B.V., the
Master Servicer, the European Receivables
Warehouse Company, the Security Agent and ING Bank N.V.;


 


ING Dutch
Collections Claims Pledge Agreement means the collection claims pledge agreement dated the 29 November
2000, as amended and restated on or before the MTN Closing Date, between the European Receivables Warehouse Company, the
Security Agent and ING Bank N.V.;


 


Initial
Buhrmann Note Purchaser means
Rheingold No. 11 Limited, a company incorporated in Jersey, Channel Islands and
having its registered office at Whiteley Chambers, Don Street, St. Helier,
Jersey, Channel Islands;


 


Initial Dutch
Originators means Bührmann-Ubbens
B.V. and Proost en Brandt B.V.;


 


Initial Dutch
Sub-Servicers means
Bührmann-Ubbens B.V. and Proost en Brandt B.V.;


 


Initial English
Originators means Robert Horne
Group plc, The Howard Smith Paper Group Limited and The M6 Paper Group Limited;


 


Initial English
Sub-Servicers means Robert Horne
Group plc, The Howard Smith Paper Group Limited and The M6 Paper Group Limited;


 


Initial
Originators means the Initial
Dutch Originators, the Initial English Originators and the Initial US
Originators;


 


Initial
Purchase Price means, in respect
of each Receivable:


 


38

















 


A x (1-B)


 


where:


 


A                                      is the Purchase Price of such Receivable; and


 


B                                         is the Reserve Percentage in respect of the Agreed Currency in which
such Receivable is denominated as at the Calculation Date immediately preceding
the Purchase Date in respect of such Receivable;


 


Initial
Subordinated Buhrmann European Note Purchaser means Buhrmann Fined B.V.;


 


Initial
Sub-Servicers means the Initial Dutch Sub-Servicers, the
Initial English Sub-Servicers and the Initial US Sub-Servicers, as the case may
be;


 


Initial US
Originator means each of Corporate Express and Corporate
Express of Texas;


 


Initial US
Sub-Servicer means each of Corporate Express and Corporate
Express of Texas;


 


Insolvency
Proceeding means, in connection with the European Master Purchaser, any proceeding
that occurs where the European Master Purchaser or any other guarantor or
obligor of any of the European Master Purchaser Guaranteed Obligations:


 


(a)                                 becomes insolvent or is unable to
pay its debts or fails or admits in writing its inability generally to pay its
debts as they become due,


 


(b)                                makes a general assignment,
arrangement or composition with or for the benefit of its creditors,


 


(c)                                 institutes or has instituted
against it a proceeding seeking a judgement of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or other similar law
affecting creditors’ rights, or a petition is presented for its winding-up or
liquidation,


 


(d)                                seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially
all of its assets,


 


(e)                                 has a secured party take
possession of all or substantially all of its assets or has a distress,
execution, attachment, sequestration or other legal process levied, enforced or
sued on or against all or substantially all of its assets or,


 


(f)                                   causes or is subject to any event
with respect to it which, under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in Clauses (a) to (e) above;


 


Instructing
Group means a group of Jersey
Company Liquidity Banks the aggregate of whose Jersey Company Liquidity
Commitments exceeds 50 per cent. of the sum of the Total Euro Commitments,
Total Sterling Commitments and Total US Dollar Commitments of the Jersey
Company Liquidity Banks (or, if the Total Euro Commitments, Total Sterling
Commitments and Total US Dollar Commitments of the Jersey Company Liquidity
Banks have been reduced to zero, exceeded that percentage of the sum of the
Total Euro Commitments, Total Sterling Commitments and Total US Dollar
Commitments of the Jersey Company Liquidity Banks immediately prior to the
reduction thereof to zero);


 


Interbank Rate means in relation to any Jersey Company Advance or unpaid sum, means the rate determined by the Jersey
Company Liquidity
Agent to be arithmetic mean (rounded up, if necessary, to the nearest whole
multiple of one hundred thousandth of one per cent. per annum) of the offered
quotations in euro, sterling or US dollars, as appropriate, and for the
required period which appear on the Telerate


 


39

















 


Screen
page 248 for euro, page 3750 for sterling, page 3750 for US dollars (or such
other page(s) as may replace such page, for the purpose of displaying interest
rates comparable thereto) as at 11.00 a.m. (Brussels time for euro, London time
for sterling and US dollars) on the Quotation Date for such period provided
that if no such display rate is then available, the arithmetic mean (rounded
up, if necessary, to the nearest whole multiple of one hundred thousandth of
one per cent. per annum) of the respective rates notified to the Jersey Company Liquidity Agent by each of the Reference Banks as the rate at which it
offers deposits in the required currency and for the required period by prime
banks in the Euro-zone interbank market for euro, London Interbank Market for
sterling and London interbank market for US dollars at or about 11.00 a.m.
(Brussels time for euro, London time for sterling and US dollars) on the
Quotation Date for such period and, for the purpose of this definition, required period means
the Term of such Jersey Company Advance or the period in respect of which the Interbank
Rate falls to be determined in relation to such unpaid sum;


 


Interest means, with
respect to any US Originator, the interest of such US Originator in the US
Master Purchaser, as determined in accordance with the LLC Agreement and the US
Contribution Agreement;


 


Interest
Amount means, with respect to the MTNs, the amount of
interest payable on the Floating Rate Notes and/or the Fixed Rate Notes, as the
case may be, in respect of each Specified Denomination for the relevant Interest
Period. Each Interest Amount shall be calculated by applying the Rate of
Interest to each Specified Denomination, multiplying such sum by the applicable
Day Count Fraction and rounding the resultant figure to the nearest sub-unit of
the relevant Agreed Currency, half of any such sub-unit being rounded upwards
or otherwise in accordance with applicable market convention;


 


Interest
Commencement Date means, with
respect to a Series of MTNs, the date specified in the applicable Supplement;


 


Interest Determination
Date means, with respect to a
Series of Floating Rate Notes, the date specified in the applicable Supplement;


 


Interest
Payment Date means, with respect
to the MTNs and in relation to any Floating Rate Note either:


 


(a)                                  the date which falls the number of months or other period specified
as the Specified Period
in the applicable Supplement after the preceding Interest Payment Date or the
Interest Commencement Date (in the case of the first Interest Payment Date); or


 


(b)                                 such date or dates as are indicated in the applicable Supplement;


 


Interest
Period has the meaning specified
in the applicable Supplement;


 


Invoice means the notice for payment sent by an Originator to an Obligor
specifying the goods and/or services delivered, the amount due to be paid in
respect thereof by the Obligor and the due date for such payment;


 


Invoices File means the data file produced by or on behalf of each Originator in
the form set out in Schedule 2 to the Servicing Agreement;


 


IPP Collections
means, on any Collection Date in
respect of an Agreed Currency:


 





 


where:


 


A                                      is the amount standing to the credit of the IPP Ledger in respect of
that Agreed Currency as at opening of business on such Collection Date;


 


40

















 


B                                        is the aggregate of the Face Amounts of all Securitised Receivables
which are not Defaulted Receivables or (in the case of Securitised European
Receivables only) Written-off Receivables denominated in that Agreed Currency
as at opening of business on such Collection Date; and


 


C                                         is the aggregate of all amounts denominated in that Agreed Currency
received by the European Receivables Warehouse Company or the relevant Master
Purchaser into a Collection Account in relation to Securitised Receivables
which are not Defaulted Receivables or (in the case of Securitised European
Receivables only) Written-off Receivables;


 


IPP Ledger means the ledger maintained by the Master Servicer which will, in
respect of each Agreed Currency:


 


(a)                                  be adjusted as appropriate with all amounts denominated in such
Agreed Currency received for the account of the European Receivables Warehouse Company, the European Master Purchaser or
the US Master Purchaser, as the case may be, on each Business Day into a
Collection Account in respect of Securitised Receivables which represent IPP
Collections; and


 


(b)                                  be adjusted as appropriate with all amounts denominated in such
Agreed Currency which have been applied on each Business Day (i) in
redeeming Buhrmann European Notes, Buhrmann US Notes and Subordinated Buhrmann
European Notes, as the case may be, (ii) in purchasing European
Receivables, or (iii) in the case of US Receivables, in increasing the Interest
of a US Originator as a result of its contribution of US Receivables;


 


Issue
Price means,
with respect to a Series of MTNs, the date specified in the applicable
Supplement;


 


ISDA
means the
International Swaps and Derivatives Association Inc.;


 


ISDA
Definitions means
the 2000 ISDA definitions, which includes references to the annex to the 2000
ISDA definitions, as published by ISDA;


 


ISDA Rate means, for an Interest Period, a rate equal to
the Floating Rate that would be determined by the MTN Agent under an interest
rate swap transaction if the MTN Agent were acting as Calculation Agent for
that swap transaction under the terms of an agreement incorporating the 2000
ISDA Definitions as amended and updated as at the MTN Issue Date of the first
Tranche of the MTNs, published by ISDA and under which:


 


(a)                                  the Floating Rate Option is as specified in the
applicable Supplement;


 


(b)                                 the Designated Maturity is a period specified
in the applicable Supplement; and


 


(c)                                  the relevant Reset Date is either (i) if the
applicable Floating Rate Option is based on LIBOR or EURIBOR, the first day of
that Interest Period or (ii) in any other case, as specified in the applicable
Supplement.


 


For the purposes of this
definition “Floating Rate”, “Calculation Agent”, “Floating Rate Option”,
“Designated Maturity” and “Reset Date” have the meanings given to those terms
in the ISDA Definitions;


 


Jersey Company means Rheingold No. 11 Limited, a company incorporated in Jersey,
Channel Islands and having its registered office at Whiteley Chambers, Don
Street, St. Helier, Jersey, Channel Islands;


 


Jersey Company Account Bank means Deutsche Bank Aktiengesellschaft acting through its office at
Taunusanlage 12, D-60325 Frankfurt am Main, Germany and any person appointed as
Jersey Company Account Bank under the Jersey Company Cash Administration
Agreement;


 


Jersey Company Accounts means both or either of the CP Issuer Transaction Account and the
Jersey Company Operating Account;


 


41

















 


Jersey Company
Advance means an advance made under the Jersey Company
Liquidity Facility Agreement, the Jersey Company Overdraft Facility Agreement
and/or the Jersey Company Standby Letter of Credit Agreement, as the context
requires;


 


Jersey Company Available Euro Liquidity
Facility means at any time the amount equal to
the Total Euro Commitments at such time less the sum of (a) the amount of each
outstanding Jersey Company Advance denominated in euro made by a Jersey Company
Liquidity Bank under the Jersey Company Liquidity Facility Agreement which is
due for repayment after the relevant Jersey Company Drawdown Date and (b) the
amount, if any, of Jersey Company Advances denominated in euro which the Jersey
Company Liquidity Banks are obliged to make under the Jersey Company Liquidity
Facility Agreement, provided that such amount shall not exceed the Jersey Company
Borrowing Base;


 


Jersey Company Available Liquidity Commitment means in relation to a Jersey Company Liquidity Bank and the
allocation to it of its share of any Jersey Company Advance in an Agreed
Currency requested pursuant to Clause 5 of the Jersey Company Liquidity
Facility Agreement, means zero or, if greater, its Jersey Company Liquidity
Commitment in that Agreed Currency less the amount of all outstanding Jersey
Company Advances in such Agreed Currency falling due for repayment after the
Jersey Company Drawdown Date to which such allocation relates and which are
owed in whole or in part to such Jersey Company Liquidity Bank;


 


Jersey Company Available Sterling
Liquidity Facility means at any time the amount
equal to the Total Sterling Commitments at such time less the sum of (a) the
amount of each outstanding Jersey Company Advance denominated in sterling made
by a Jersey Company Liquidity Bank under the Jersey Company Liquidity Facility
Agreement which is due for repayment after the relevant Jersey Company Drawdown
Date and (b) the amount, if any, of Jersey Company Advances denominated in
sterling which the Jersey Company Liquidity Banks are obliged to make under the
Jersey Company Liquidity Facility Agreement, provided that such amount shall
not exceed the Jersey Company Borrowing Base;


 


Jersey Company
Available US Dollar Liquidity Facility means at any time the amount equal to the Total US Dollar
Commitments at such time less the sum of (a) the amount of each outstanding
Jersey Company Advance denominated in US dollars made by a Jersey Company
Liquidity Bank under the Jersey Company Liquidity Facility Agreement which is
due for repayment after the relevant Jersey Company Drawdown Date and (b) the
amount, if any, of Jersey Company Advances denominated in US dollars which the
Jersey Company Liquidity Banks are obliged to make under the Jersey Company
Liquidity Facility Agreement, provided that such amount shall not exceed the
Jersey Company Borrowing Base;


 


Jersey Company
Borrowing Base means on any
Business Day in respect of any Agreed Currency an amount equal to Jersey
Company Principal Proportion of (i) the aggregate of the Face Amounts of all
Securitised Receivables denominated in that Agreed Currency (assuming that any
such Receivables which are proposed to be purchased by the European Receivables
Warehouse Company and on-sold to the European Master Purchaser or proposed to
be purchased by the US Master Purchaser, as the case may be, on that Business
Day have been purchased) and which are not Defaulted Receivables or (other than
with respect to US dollars) Written-off Receivables plus (ii) any amounts
standing to the credit of the relevant Master Purchaser Transaction Accounts in
that Agreed Currency plus (iii) any amounts standing to the credit of a Collection
Account in that Agreed Currency other than amounts which have been received in
respect of Receivables which have been determined by the Master Servicer or the
Liquidation Servicer, as the case may be, to be Non-Securitised Receivables
plus (iv) any amounts of interest (whether by way of discount or not) accrued
or to be accrued on any CP Notes then outstanding less (v) the aggregate Face
Amount of any Jersey Company Subordinated Notes then outstanding;


 


Jersey Company
Cash Administration Agreement means
the cash administration agreement dated 27 September 2000, as amended and
restated on 28 September 2001 and on or about the MTN Closing Date, between the
Jersey Company Cash Administrator, the Jersey Company and the CP Issuer;


 


42

















 


Jersey Company
Cash Administration Fee means the
monthly fee payable to the Jersey Company Cash Administrator and determined in
accordance with Clause 10.2 of the Jersey Company Cash Administration Agreement
and the Jersey Company Cash Administration Fee Letter;


 


Jersey Company
Cash Administration Services means
the cash administration services to be provided by the Jersey Company Cash
Administrator under the Jersey Company Cash Administration Agreement;


 


Jersey Company
Cash Administration Fee Letter means
the letter dated 27 September 2000 relating to the Jersey Company Cash
Administration Agreement;


 


Jersey Company
Cash Administrator means Deutsche
Bank Aktiengesellschaft and any person appointed as cash administrator under the
Jersey Company Cash Administration Agreement;


 


Jersey Company
Cash Collateral Amount has the
meaning specified in Clause 3.2 of the Jersey Company Standby Letter of Credit
Agreement;


 


Jersey Company
Cost Ledger means the ledger
identified as such and maintained in respect of the Jersey Company Operating
Account for the purposes of Clauses 7 and 8 of the Jersey Company Cash
Administration Agreement;


 


Jersey Company
Counterparty means Deutsche Bank
Aktiengesellschaft in its capacity as such under the Jersey Company Foreign
Exchange Agreement and each other counterparty under the Jersey Company Hedging
Transactions;


 


Jersey Company
Documents means the European
Master Purchaser Funding Deed, the US Master Purchaser Funding Agreement, the
Jersey Company Cash Administration Agreement, the Jersey Company Standby Letter
of Credit Agreement, the Jersey Company Standby Letter of Credit, the Jersey
Company Liquidity Facility Agreement, the Jersey Company Overdraft Facility
Agreement, the CP Commissioning Agreement, the Jersey Company Foreign Exchange
Agreement, the Jersey Company Operating Account Security Assignment Agreement,
the CP Issuer Transaction Account Security Assignment Agreement, the CP Issuer
Corporate Secretarial and Administration Agreement, this Agreement, and any
other agreement, document or deed from time to time entered into or executed
and delivered by any of the parties hereto or thereto pursuant to the terms
hereof or thereof or otherwise in connection with the CP Programme and the
issue of CP Notes;


 


Jersey Company
Drawdown Date means, (A) in
relation to any Jersey Company Overdraft Advance the date for the making
thereof as specified in the Jersey Company Notice of Drawdown relating thereto;
or (B) in relation to any Jersey Company Advance under the Jersey Company
Liquidity Facility Agreement the date for the making thereof, as specified in
the Jersey Company Notice of Drawdown relating thereto;


 


Jersey Company
Euro Liquidity Facility means the
committed euro revolving facility granted by the Jersey Company Liquidity Banks
to the Jersey Company pursuant to the Jersey Company Liquidity Facility
Agreement;


 


Jersey Company
Euro Liquidity Facility Limit means,
as at the MTN Closing Date, an amount equal to €55,000,000 and, thereafter,
such amount as is equal to the sum of €55,000,000 less the aggregate of all
principal repayments in euros made by the Jersey Company under the Euro
Securitisation CP Funded Facility, until such amount equals €50,000,000 and,
thereafter, €50,000,000;


 


Jersey Company
Euro Transaction Account means
the account number 9619693 maintained with the Jersey Company Account Bank;


 


Jersey Company
Event of Default means (A) any of
those events specified in Clause 12 of the Jersey Company Overdraft Facility
Agreement; or (B) any of those events specified in Clause 14.1 of the Jersey
Company Liquidity Facility Agreement, as the context requires;


 


43

















 


Jersey Company
Foreign Exchange Agreement means
the foreign exchange agreement dated 27 September 2000, as amended and restated
on or about the MTN Closing Date, between the Jersey Company and Deutsche Bank
Aktiengesellschaft;


 


Jersey Company
Foreign Exchange Transaction means
an agreement for the purchase of one Currency against the sale of another
Currency (each as specified in the relevant Confirmation) by the parties to the
Jersey Company Foreign Exchange Agreement;


 


Jersey Company
Foreign Exchange Transaction Date means the date on which the Jersey Company Counterparty and the
Securitisation Company enter into a Jersey Company Foreign Exchange Transaction
under the Jersey Company Foreign Exchange Agreement;


 


Jersey Company
Forward Contract means a Jersey
Company Foreign Exchange Transaction under the Jersey Company Foreign Exchange
Agreement which has a Value Date that falls more than two Business Days after
the Jersey Company Foreign Exchange Transaction Date;


 


Jersey Company
Funding Agreement means any
agreement to which Initial Buhrmann Note Purchaser is a party pursuant to which
the Initial Buhrmann Note Purchaser acquires or may acquire funds for the
purposes of financing the purchase of Buhrmann European Notes under the
European Master Purchaser Funding Deed or Buhrmann US Notes under the US Master
Purchaser Funding Agreement and includes, on the date hereof, the Jersey Company
Liquidity Facility Agreement, the Jersey Company Overdraft Facility Agreement,
the CP Commissioning Agreement, the Jersey Company Standby Letter of Credit
Agreement and the Jersey Company Foreign Exchange Agreement, all as amended,
supplemented, novated or superseded from time to time;


 


Jersey Company
Hedging Transaction means any
hedging or foreign exchange contract entered into by the Jersey Company with a
Jersey Company Counterparty;


 


Jersey Company
L/C Bank means Deutsche Bank
Aktiengesellschaft in its capacity as such under the Jersey Company Standby
Letter of Credit Agreement;


 


Jersey Company Liquidity Agent means Deutsche Bank Aktiengesellschaft and any person appointed as
Jersey Company Liquidity Agent under the Jersey Company Liquidity Facility
Agreement;


 


Jersey Company
Liquidity  Bank means (a) any bank or financial
institution whose name is listed in Schedule 1 to the Jersey Company Liquidity
Facility Agreement whose Jersey Company Liquidity Commitment has not been
cancelled whether through transfer or assignment or otherwise pursuant to the
terms thereof and (b) any Transferee (as defined in the Schedule to the Jersey
Company Transfer Certificate), and shall be construed so as to include their
respective successors and assigns in accordance with their respective
interests;


 


Jersey Company
Liquidity Commitment means in relation
to a Jersey Company Liquidity Bank, subject to any cancellation of such
Jersey Company Liquidity Bank’s commitment as may be made pursuant to the
Jersey Company Liquidity Facility Agreement, the amount for each Agreed
Currency set opposite its name in Schedule 1 thereof;


 


Jersey Company
Liquidity Facility means the
liquidity facility provided to the Jersey Company by the Jersey Company
Liquidity Banks pursuant to the Jersey Company Liquidity Facility Agreement;


 


Jersey Company
Liquidity Facility Agreement means
the liquidity facility agreement dated 27 September 2000, as amended and
restated on 28 September 2001 and on or about the MTN Closing Date, between the
Jersey Company, the Jersey Company Liquidity Agent and the Jersey Company
Liquidity Banks and any extension or renewal thereof in accordance with Clause
2.3 of the Jersey Company Liquidity Facility Agreement;


 


Jersey Company
Liquidity Facility Fee means the
fee as separately agreed between the parties to the Jersey Company Liquidity
Facility Agreement as set out in a letter dated 27 September 2000;


 


44

















 


Jersey Company
Liquidity Termination Date means
the day which falls 364 days after (i) the Effective Date or (ii) the date of
any renewal of the Jersey Company Liquidity Facility Agreement;


 


Jersey Company
Notice of Drawdown means (A) a
request for a Jersey Company Overdraft Advance pursuant to the Jersey Company
Overdraft Facility Agreement; or (B) a request for a Jersey Company Advance
pursuant to the Jersey Company Liquidity Facility Agreement;


 


Jersey Company
Operating Account means the
interest bearing account or accounts designated as such with account number
9619693, 10000 for euro, 10003 for sterling and 10005 for US dollars, bank sort
code 500 700 10 and operated by Deutsche Bank Aktiengesellschaft as Jersey
Company Cash Administrator in the name of the Jersey Company at the Jersey
Company Account Bank utilised for the time being for the purposes of the Jersey
Company Cash Administration Agreement or such other account or accounts as may
for the time being be in addition thereto or substituted therefor in accordance
with the provisions of the Jersey Company Cash Administration Agreement;


 


Jersey Company
Operating Account Security Assignment Agreement means the Jersey Company Operating Account security assignment
agreement dated 27 September 2000, as amended and restated on 28 September 2001
and on or about the MTN Closing Date, between the Jersey Company and the Jersey
Company Security Trustee;


 


Jersey Company
Overdraft Advance means an advance
(as from time to time reduced by repayment) made or to be made by the Jersey
Company Overdraft Bank under Clause 5 of the Jersey Company Overdraft Facility
Agreement;


 


Jersey Company
Overdraft Bank means Deutsche
Bank Aktiengesellschaft;


 


Jersey Company
Overdraft Facility Agreement means
an overdraft facility agreement dated 27 September 2000, as amended and
restated on 28 September 2001 and on or about the MTN Closing Date, between the
Initial Buhrmann Note Purchaser and the Jersey Company Overdraft Bank and any
extension or renewal thereof in accordance with the terms of the Jersey Company
Overdraft Facility Agreement;


 


Jersey Company
Principal Proportion on any date
is a fraction (expressed as a percentage) calculated as (i) Y divided by (ii)
(X+Y),


 


Where:


 


X                                       is the subscription price of the relevant Buhrmann Notes held by or
on behalf of the MTN Issuer on such date; and


 


Y                                        is the subscription price of the relevant Buhrmann Notes held by or
on behalf of the Initial Buhrmann Note Purchaser on such date;


 


Jersey Company
Rating Trigger Period means the
period of 35 days commencing on the date that the Rating Agencies notify the
Jersey Cash Administrator of an actual or potential downgrade of the then
current rating applicable to the CP Notes issued by the CP Issuer on behalf of
the Jersey Company pursuant to the CP Commissioning Agreement are result
directly or indirectly of an insufficiency in the levels of credit enhancement
provided to the CP Issuer to support the purchase of the Buhrmann European Notes
and/or the Buhrmann US Notes, as the case maybe


 


Jersey Company
Register means the register
maintained by or on behalf of the Jersey Company in respect of the Jersey
Company Subordinated Notes, as more particularly described in the relevant
Jersey Company Subordinated Note Conditions;


 


Jersey Company
Registrar means in respect of
Jersey Company Subordinated Notes, the Jersey Company or any successor thereto
appointed in accordance with the Jersey Company Subordinated Note Conditions;


 


45

















 


Jersey Company
Security Trustee means Deutsche
International Corporate Services Limited;


 


Jersey Company
Spot Contract means a Jersey
Company Foreign Exchange Transaction under the Jersey Company Foreign Exchange
Agreement which has a Value Date two Business Days after the Jersey Company
Foreign Exchange Transaction Date;


 


Jersey Company
Standby Letter of Credit means
the letter of credit issued by Deutsche Bank Aktiengesellschaft under the
Jersey Company Standby Letter of Credit Agreement;


 


Jersey Company
Standby Letter of Credit Accession Notice means the standby letter of credit accession notice dated 27
September 2000 (as amended and restated on 28 September 2001 and on 18 July
2002) from the Jersey Company to the Jersey Company L/C Bank;


 


Jersey Company
Standby Letter of Credit Agreement means the standby letter of credit agreement dated 19 March 1998 and
renewed on 28 July 2000, and as amended and restated on or about the MTN
Closing Date, between the Jersey Company L/C Bank, the Jersey Company and other
subsidiaries of Rheingold Securitisation Holdings Limited;


 


Jersey Company
Sterling Liquidity Facility means
the committed sterling revolving facility granted by the Jersey Company
Liquidity Banks to the Jersey Company pursuant to the Jersey Company Liquidity
Facility Agreement;


 


Jersey Company
Sterling Liquidity Facility Limit means, as at the MTN Closing Date, £120,000,000 and, thereafter,
such amount as is equal to the sum of £120,000,000 less the aggregate of all principal
repayments in sterling made by the Jersey Company under the Sterling
Securitisation CP Funded Facility, until such amount equals £50,000,000 and,
thereafter, £50,000,000;


 


Jersey Company
Sterling Transaction Account means
the account number 9619693 maintained with the Jersey Company Account Bank;


 


Jersey Company
Subordinated Note means any note
issued by the Jersey Company pursuant to the Jersey Company Subordinated Note
Purchase Facility and denominated in euro, Sterling or US Dollar, as applicable.


 


Jersey Company
Subordinated Note Certificate
means in respect of any Jersey Company Subordinated Note, a certificate in the
form set out in Schedule 2 of the Jersey Company Subordinated Note Purchase
Facility issued by the Jersey Company to the person registered as the Jersey
Company Subordinated Noteholder in the Jersey Company Register;


 


Jersey Company
Subordinated Note Conditions
means the terms and conditions, in the form set out in Schedule 3 to the Jersey
Company Subordinated Note Purchase Facility and a reference to a particular
numbered Jersey Company Subordinated Note Condition shall be construed
accordingly;


 


Jersey Company
Subordinated Note Discount means,
in relation to each Jersey Company Subordinated Note, the amount in the
relevant Agreed Currency of that Jersey Company Subordinated Note which is
equal to the product of the following formula as determined by the Jersey Cash
Administrator on or before the relevant Jersey Company Subordinated Note Issue
Date of that Jersey Company Subordinated Note:


 


(A – B) x C


 


where:


 


A                                      is the Required Reserve Amount in the relevant Agreed Currency;


 


B                                        is the AA Required Reserve Amount in the relevant Agreed Currency;
and


 


46

















 


C                                        is the Jersey Company Principal Portion as determined by the Cash
Manager on or before the relevant Jersey Company Subordinated Note Issue Date;


 


Jersey Company
Subordinated Note Discounted Value means with respect to a Jersey Company Subordinated Note, the
Jersey Company Subordinated Note Face Value thereof less the relevant Jersey
Company Subordinated Note Discount applicable thereto;


 


Jersey Company
Subordinated Note Event of Default means any of those events specified in the Jersey Company
Subordinated Note Condition 10;


 


Jersey Company
Subordinated Note Face Value
means in respect of each Jersey Company Subordinated Note, the face value
thereof in the relevant Agreed Currency as stated thereon;


 


Jersey Company
Subordinated Noteholder means the
Jersey Company Subordinated Note Purchaser or any other person whose name is
entered into the Jersey Company Register as the holder of such Jersey Company
Subordinated Note, with the consent of the Jersey Company;


 


Jersey Company
Subordinated Note Issue Date
means the date of issue of a Jersey Company Subordinated Note;


 


Jersey Company Subordinated Note Purchase
Facility means the subordinated note purchase facility dated 18 July 2002 made between the Jersey Company, the Jersey Company
Subordinated Note Purchaser and the Jersey Company Security Trustee;


 


Jersey Company
Subordinated Note Purchaser means
Buhrmann Fined B.V.;


 


Jersey Company
Subordinated Note Redemption Date
means in respect of a Jersey Company Subordinated Note, its stated maturity
date;


 


Jersey Company
Subordinated Note Subscription Price means (a) in respect of each Jersey Company Subordinated Note, the
amount in the relevant Agreed Currency at which such Jersey Company
Subordinated Note was subscribed, as set out in the Jersey Company Subordinated
Note Issue Notice delivered in respect of such Jersey Company Subordinated
Note;


 


Jersey Company
Transaction Account means the
Jersey Company Euro Transaction Account and/or the Jersey Company Sterling
Transaction Account and/or the Jersey Company US Dollar Transaction Account, as
the case may be;


 


Jersey Company
Transfer Certificate means the
transfer certificate substantially in the form set out in Schedule 5 to
the Jersey Company Liquidity Facility Agreement;


 


Jersey Company US Dollar Liquidity
Facility means the committed US
dollar revolving facility granted by the Jersey Company Liquidity Banks to the
Jersey Company pursuant to the Jersey Company Liquidity Facility Agreement;


 


Jersey Company US Dollar Liquidity
Facility Limit means US$125,000,000;


 


Jersey Company
US Dollar Transaction Account means
the account number 9619693 maintained with the Jersey Company Account Bank;


 


Jersey Company
Yield Proportion on any date is a
fraction (expressed as a percentage) calculated as (i) B divided by (ii) (A+B),


 


Where:


 


A                                      is the yield on the relevant Buhrmann Notes held by or on behalf of
the MTN Issuer on such date; and


 


47

















 


B                                        is the yield on the relevant Buhrmann Notes held by or on behalf of
the Initial Buhrmann Note Purchaser on such date;


 


L/C Fee has the meaning specified in the Jersey Company Standby Letter of
Credit Agreement;


 


L/C Portion has the meaning specified in the Jersey Company Standby Letter of
Credit Agreement;


 


LPA means the Law of Property Act 1925;


 


Ledger Accounts
means the Receivables Ledger, the
Discount Ledger, the IPP Ledger, the DPP Ledger, the Reserve Ledger, the Loss
Ledger and the Credit Note Ledger;


 


Liability means any loss, damage, cost, charge, claim, demand, expense,
judgment, action, proceeding or other liability whatsoever (including, without
limitation in respect of taxes, duties, levies, imposts and other charges) and
including any Value Added Tax or similar tax charged or chargeable in respect
thereof and legal fees and expenses on a full indemnity basis;


 


LIBOR means the London inter bank offered rate;


 


Limited
Liability Company Interest Certificate means, in connection with the LLC Agreement,
the certificate which records the Interests of the Members, substantially in
the form of Schedule 2 to the LLC Agreement;


 


Linked Credit
Notes means a Credit Note that is
linked by an Originator to a particular Receivable;


 


Liquidation
Servicer means
PricewaterhouseCoopers and any other servicer (other than a member of the
Buhrmann Group) appointed to perform the duties of the Liquidation Servicer
under the Servicing Agreement;


 


Liquidation
Servicer Annual Fee means, the
annual fee of the Liquidation Servicer due pursuant Clause 23.2(a) of the
Servicing Agreement;


 


Liquidation
Servicer Collections Fee means,
following the occurrence of a Buhrmann Termination Event the fee due to the
Liquidation Servicer pursuant to Clause 23.2(b) of the Servicing
Agreement;


 


Liquidation
Servicer Fee Reserve Account means the European
Liquidation Servicer Fee Reserve Account and the US Liquidation Servicer Fee
Reserve Account;


 


Liquidation
Servicer Reserve Percentage means
one per cent.;


 


Liquidator means, with respect to the US Master Purchaser, the Managing Member
acting as liquidating trustee or, if the Managing Member is unable or unwilling
to do so, a liquidating trustee appointed by Members holding more than 50 per
cent. of the Interests of all of the Members, in either case appointed upon
dissolution of the US Master Purchaser in accordance with the LLC Agreement;


 


LLC Agreement means the limited liability company agreement as amended and
restated on or before the MTN Closing Date, between the Initial US Originators
and the Independent Manager;


 


Lock Boxes means the Post Office Lock Boxes listed on Schedule 1 to the US Lock
Box and Assigned Account Agreement;


 


London Business
Day means a day (other than a Saturday or a Sunday) on which banks and
foreign exchange markets settle payments and are open for general business in
London;


 


Long Maturity
Note means a Fixed Rate Note (other than a Fixed Rate Note
which on issue had a Talon attached) whose nominal amount on issue is less than
the aggregate interest payable thereon provided that such MTN shall cease to be
a Long Maturity Note on the Interest Payment Date on which


 


48

















 


the aggregate amount of interest remaining to
be paid after that date is less than the nominal amount of such MTN;


 


Loss Horizon means, on any Business Day:


 


A + B


 


where:


 


A                                      is the Average Credit Terms as at the most recent Calculation Date
in respect of the relevant Securitised Receivables over the immediately
preceding 30 days; and


 


B                                        is 30 (in the case of Securitised European Receivables) or 45 (in
the case of Securitised US Receivables);


 


Loss Horizon
Cumulative Sales means, on any
Calculation Date in respect of an Agreed Currency, the aggregate Face Amount of
all sales occurring during the immediately preceding Loss Horizon in respect of
the relevant Securitised Receivables denominated in that Agreed Currency;


 


Loss Horizon
Ratio means, on any Calculation
Date and in respect of an Agreed Currency:


 





 


where:


 


A                                      is Loss Horizon Cumulative Sales; and


 


B                                        is (i) in respect of Securitised European Receivables the aggregate
Face Amount of Securitised European Receivables denominated in such Agreed
Currency; and (ii) in respect of Securitised US Receivables the aggregate of
the Face Amount of all Securitised Receivables that are Eligible Receivables
less Excess Concentrations;


 


Loss Ledger means the ledger maintained by the Master Servicer which will, in
respect of each Agreed Currency:


 


(a)                                  be adjusted as appropriate with any part of the Face Amount of each
Securitised Receivable denominated in that Agreed Currency which has not been
received by the European Receivables
Warehouse Company or the relevant Master Purchaser, as the case may be,
as a result of such Securitised Receivable becoming a Defaulted Receivable on
such Business Day; and


 


(b)                                  be adjusted as appropriate with all amounts denominated in such
Agreed Currency received by the European
Receivables Warehouse Company or the relevant Master Purchaser on each
Business Day in respect of (i) Defaulted Receivables, (ii) payments
made by an English Originator pursuant to Clause 3.1 of the English
Originator Warranty and Indemnity Deed and (iii) payments made by the European Receivables Warehouse Company pursuant to
Clause 3.1 of the European Receivables Warehouse Company English Warranty and
Indemnity Deed;


 


Losses means any claims, liabilities, losses, damages, judgments, settlements,
costs and expenses (including, without limitation, court costs and reasonable
attorney’s fees and disbursements), or in relation to the taxable loss of the
US Master Purchaser, determined for Federal income tax purposes under Section
703(a) of the Code, including items separately stated pursuant to Section
703(a)(1);


 


LP(MP) Act means The Law of Property (Miscellaneous Provisions) Act 1994;


 


49

















 


Luxembourg
MTN Listing Agent means Deutsche Bank Luxembourg S.A. in its capacity as listing agent for
the MTN Programme;


 


Luxembourg MTN Paying Agent means Deutsche Bank Luxembourg
S.A. acting through its office at 2 Boulevard Konrad Adenauer, L-1115
Luxembourg;


 


Manager means any insolvency official appointed by the court under any
applicable law;


 


Managing Member
means Corporate Express, or any
successor;


 


Mandates means the resolutions, instructions and signature authorities
relating to the relevant Accounts in the form agreed by the Jersey Company Cash
Administrator as they may be modified from time to time and notified as
provided in Clause 4 of the Jersey Company Cash Administration Agreement;


 


Margin means, with respect to any
Floating Rate Notes, the amount specified in the applicable Supplement;


 


Master Definitions
and Framework Deed refers to this
Deed;


 


Master
Purchaser Account Banks means the
European Master Purchaser Account Bank and/or the US Master Purchaser Account
Bank, as the context requires;


 


Master
Purchaser MTN Principal Reserve Accounts means the European Master Purchaser MTN Principal Reserve Accounts
and the US Master Purchaser MTN Principal Reserve Account;


 


Master
Purchaser Reserve Accounts means
the European Master Purchaser Reserve Accounts and the US Master Purchaser
Reserve Accounts;


 


Master
Purchaser Senior Expenses means
the European Master Purchaser Senior Expenses and/or the US Master Purchaser
Senior Expenses, as the context requires;


 


Master
Purchaser Transaction Accounts means
the European Master Purchaser Transaction Accounts and/or the US Master
Purchaser Transaction Account, as the context requires;


 


Master
Purchasers means the European
Master Purchaser and the US Master Purchaser;


 


Master Servicer
means Buhrmann Stafdiensten B.V. in its capacity as
servicer under the Servicing Agreement;


 


Master
Servicer’s Daily Report means (i) prior to
a Buhrmann Termination Event a report prepared by the Master Servicer and in
the form set out in Schedule 1 to the Servicing Agreement and (ii)
thereafter, a report prepared by the Liquidation Servicer in accordance with
the Servicing Agreement;


 


Master
Servicer’s Monthly Report means (i) prior to
a Buhrmann Termination Event a report prepared by the Master Servicer and in
the form set out in Schedule 1 to the Servicing Agreement and (ii)
thereafter, a report prepared by the Liquidation Servicer in accordance with
the Servicing Agreement;


 


Material
Adverse Effect means, with
respect to any person or entity, a material adverse effect on: (a) the
business, operations, property, condition (financial or otherwise) or prospects
of such person or entity; (b) the ability of such person or entity to
perform its obligations under any Transaction Document to which it is a party
or on any of the rights or remedies of any other party to such Transaction Document;
(c) the validity or enforceability of any Transaction Document to which it is a
party; or (d) the collectability or enforceability or the value of any
Securitised Receivables;


 


Maturing Buhrmann European Note means a Buhrmann European Note where on any Redemption Date, any sum
is due to a Buhrmann European Note Purchaser in its capacity as a Buhrmann
European Noteholder in respect of the redemption of that Buhrmann European
Note;


 


50

















 


Maximum Country
Limit means, in respect of each Eligible Obligor
Country, the limit (as a percentage of all Securitised Receivables denominated
in the relevant Agreed Currency) set out in the column entitled “Country Concentration
Limit” opposite the credit rating of that Eligible
Obligor Country set out in the column entitled “Country Foreign Currency Rating”:


 


	
  Country
  Foreign Currency Rating

  (Fitch/Moody’s/S&P)

  	
   

  	
  Country Concentration

  Limit

  
	
  AA and above/Aa2 and above/AA and above

  	
   

  	
  No limit

  
	
  AA-/Aa3/AA-

  	
   

  	
  10
  per cent.

  
	
  A+/A1/A+

  	
   

  	
  10
  per cent.

  
	
  A, A-, BBB+/A2, A3, Baa1/A,
  A-,
  BBB+

  	
   

  	
  5
  per cent.

  
	
  BBB, BBB-/Baa2, Baa3/BBB, BBB-

  	
   

  	
  3.3
  per cent.

  
	
  Below BBB-/Baa3/BBB- or unrated

  	
   

  	
  2
  per cent;

  



 


Maximum Obligor
Limit means:


 


(a)                                  in respect of each Obligor in respect of Securitised European
Receivables, 2 per cent., provided
that (i) the limit with respect to the five largest Obligors in each
Agreed Currency is 3.3 per cent., (ii) the aggregate Face Amount of all
Securitised Receivables of the five largest Obligors in each Agreed Currency does
not exceed 10 per cent. of all Securitised Receivables denominated in such
Agreed Currency as a percentage of the aggregate Face Amount of all Securitised
Receivables in the relevant Agreed Currency, and (iii) for the purposes of this
paragraph (a) any Obligors affiliated with each other will be considered to be
one “Obligor”; or


 


(b)                                 in respect of each Obligor in respect of Securitised US Receivables,
the limit (as a percentage of the Face Amount of the Securitised US
Receivables) set out in the column entitled “Obligor Limit” opposite the credit rating of
that Obligor set out in the column entitled “Obligor Short-Term Rating” or, if such
Obligor does not have a short-term credit rating, “Obligor Long-Term Rating”, as applicable;


 


	
  Level

  	
   

  	
  Obligor
  Short-Term

  Rating

  (Fitch)/(Moody’s)/(S&P)

  	
   

  	
  Obligor
  Long-Term Rating

  (Fitch)/(Moody’s)/(S&P)

  	
   

  	
  Obligor
  Limit

  
	
  1

  	
   

  	
  F1+/P-1/A-1+

  	
   

  	
  AA-/Aa3/AA- and above

  	
   

  	
  10 per cent.

  
	
  2

  	
   

  	
  F1/P-1/A-1

  	
   

  	
  A+/A1/A+

  	
   

  	
  10 per cent.

  
	
  3

  	
   

  	
  F2/P-2/A-2

  	
   

  	
  A/A-BBB+/A2-Baa1/A-BBB+

  	
   

  	
  5 per cent.

  
	
  4

  	
   

  	
  F3/P-3/A-3

  	
   

  	
  BBB,BBB-/Baa2,Baa3/BBB,BBB-

  	
   

  	
  the higher of 3.3 per cent. and the Obligor
  Limit for Level 5

  
	
  5

  	
   

  	
  Below F3/P-3/A-3 or unrated

  	
   

  	
  Below BBB-/Baa3/BBB- or unrated

  	
   

  	
  3.5 per cent;

  



 


For
the purposes of the foregoing table:


 


(i)                                     any Obligor which
is not rated by Moody’s but which has a rating by Fitch and/or S&P (a non-Moody’s rating) shall
be deemed to have a Moody’s rating to be determined by converting the lowest
non-Moody’s rating into a Moody’s rating and then varying such rating downwards
by one notch as illustrated as follows:


 


(x)                                   Rating
by Fitch, or as the case may be, Standard & Poor’s, of an Obligor at AAA
will be converted into the equivalent Moody’s (Aaa) and the Moody’s equivalent
rating will be reduced by one notch and therefore equal to Aa1; and


 


51

















 


(y)                                 If an
Obligor has ratings (whether actual or deemed) from more than one rating
agency, the lowest such rating shall be operative for the purpose of
determining the Obligor Limit; and


 


(ii)                                  any Obligors
affiliated with each other will be considered to be one “Obligor”;


 


Maximum Right
of Set-Off Limit means, in respect
of the percentage of the Face Amount of all Securitised US Receivables that
arise under a Contract that allows the Obligor to set-off any amount owed to
the Originator by any amount such Originator owes such Obligor, 1 per cent;


 


Member means, in respect to the US Master Purchaser, any Person named in
the LLC Agreement as a Member and includes
any Additional Member or Successor admitted as a member of the US Master
Purchaser pursuant to Section 9 of the LLC Agreement;


 


Monthly Determination Date means the second London Business Day prior to the start of each
Interest Period;


 


Monthly Report means (A) in relation to the Jersey Company Standby Letter of
Credit, the monthly report as defined in the Jersey Company Standby Letter of
Credit Agreement; (B) in relation to the other Transaction Documents, the
Master Servicer’s Monthly Report or (C) in relation to the MTNs, the MTN
Noteholder Monthly Report;


 


Monthly Settlement Date means the twenty fifth day of each calendar month or if such day is
not a Business Day;


 


Moody’s means Moody’s Investors Service Limited or its successor;


 


MTN means a note issued pursuant to the MTN Programme and denominated in
such currency or currencies as may be agreed between the MTN Issuer and the
relevant MTN Dealer(s) which has such maturity and denomination as may be
agreed between the MTN Issuer and the relevant MTN Dealer(s) and issued or to
be issued by the MTN Issuer pursuant to the MTN Programme Agreement or any
other agreement between the MTN Issuer and the relevant MTN Dealer(s) relating
to the MTN Programme, the MTN Agency Agreement and the MTN Trust Deed and which
shall initially be represented by, and comprised in an MTN Temporary Global
Note which may (in accordance with the terms of such MTN Temporary Global Note)
be exchanged for an MTN Permanent Global Note which MTN Permanent Global Note
may (in accordance with the terms of such MTN Permanent Global Note) in turn be
exchanged for definitive MTNs and includes any replacements for a note issued
pursuant to MTN Condition 10;


 


MTN Agency
Agreement means the agency
agreement dated on or before the MTN Closing Date, as amended and/or
supplemented and/or restated from time to time, pursuant to which the MTN
Issuer has appointed the MTN Agent and the other MTN Paying Agents in relation
to all or any Series of MTNs and any other agreement for the time being in
force appointing further or other MTN Paying Agents or another MTN Agent in
relation to all or any Series of the MTNs, or in connection with their duties,
the terms of which have previously been approved in writing by the MTN Trustee,
together with any agreement for the time being in force amending or modifying
the prior written approval of the MTN Trustee;


 


MTN Agent means Deutsche Bank AG London
acting through its office at 1 Great Winchester Street, London EC2N 2DB, as
agent under the MTN Agency Agreement and any successor agent appointed in
accordance with the MTN Agency Agreement;


 


MTN Agreement Date means, in respect of any MTN, the date on which agreement is reached
for the issue of such MTN as contemplated in Clause 2 of the MTN Programme
Agreement which, in the case of MTNs issued on a syndicated basis or otherwise
in relation to which an MTN Subscription Agreement is entered into, shall be
the date on which the relevant MTN Subscription Agreement is signed by or on
behalf of all the parties to it;


 


52

















 


MTN Appointee means any attorney, manager, agent, delegate or other person
appointed by either MTN Trustee or the MTN Security Trustee under the MTN
Issuer Deed of Charge;


 


MTN Arranger means Deutsche Bank AG London and any other entity appointed as an
arranger for the MTN Programme or in respect of any particular issue of MTNs
under the MTN Programme and references to “MTN Arranger” shall be references to the
relevant MTN Arranger;


 


MTN Available
Interest Funds means in respect of any Interest Period and for each Agreed Currency,
the sum of:


 


(a)                                   moneys received during such Interest
Period following the redemption or roll over of any Buhrmann Note held by the
MTN Issuer denominated in that Agreed Currency and which represent that portion
of the Estimated Funding Costs payable by the MTN Issuer for such Interest
Period;


 


(b)                                interest on all moneys standing to
the credit of the relevant MTN Issuer Transaction Account, the relevant MTN
Issuer Stop Funding Account and the relevant MTN Issuer Liquidity Facility Reserve
Account (if any); and


 


(c)                                 interest and other amounts accrued on
all Eligible Investments purchased with moneys standing to the credit of the
relevant MTN Issuer Transaction Account, the relevant MTN Issuer Stop Funding
Account and the relevant MTN Issuer Liquidity Facility Reserve Account (if
any);


 


MTN Available
Principal Funds means, for each
Agreed Currency (a) prior to the occurrence of an Early European Amortisation
Event with respect to such Agreed Currency or an Early US Amortisation Event, as
applicable, the sum of the redemption amounts received by the MTN Issuer
following redemption of any Buhrmann Note held by the MTN Issuer denominated in
that Agreed Currency (other than amounts on deposit in the relevant MTN Issuer
Stop Funding Account) and which do not represent that portion of the Estimated
Funding Costs allocable to the MTN Issuer in respect of that Buhrmann Note to
the extent that such funds have not been utilised on the relevant redemption
date to purchase a new Buhrmann Note and (b) after the occurrence of an Early
European Amortisation Event with respect to such Agreed Currency or an Early US
Amortisation Event, as applicable, the sum of the redemption amounts received
by the MTN Issuer following redemption of any Buhrmann Note held by the MTN
Issuer denominated in that Agreed Currency (including amounts on deposit in the
relevant MTN Issuer Stop Funding Account) and which do not represent that
portion of Estimated Funding Costs allocable to the MTN Issuer in respect of
that Buhrmann Note;


 


MTN Calculation
Agency Agreement means an
agreement supplemental to the MTN Agency Agreement in or substantially in the
same form set out in Schedule 1 to the MTN Agency Agreement or in such form as
may be agreed to between the MTN Trustee and the MTN Security Trustee;


 


MTN Calculation
Agent means the MTN Agent or such
other person specified in the applicable Supplement;


 


MTN Class A means MTNs specified as MTN Class A in the applicable Supplement;


 


MTN Class B means MTNs specified as MTN Class B in the applicable Supplement;


 


MTN Class C means MTNs specified as MTN Class C in the applicable Supplement;


 


MTN Class D means MTNs specified as MTN Class D in the applicable Supplement;


 


MTN Class E means MTNs specified as MTN Class E in the applicable Supplement;


 


MTN Class F means MTNs specified as MTN Class F in the applicable Supplement;


 


53

















 


MTN Closing
Date means 18 July 2002 or such
other date as may be agreed between the MTN Arranger, the MTN Issuer and the
Master Purchasers;


 


MTN Conditions means the terms and conditions of the MTNs, in the form set out in
Schedule 1 of the MTN Trust Deed and a reference to a particular numbered MTN
Condition shall be construed accordingly;


 


MTN Confirmation Letter means:


 


(a)                                  in respect of the appointment of a third party as an MTN Dealer for
the duration of the MTN Programme, the MTN Confirmation Letter substantially in
the form set out in Part II of Appendix C to the MTN Programme Agreement; and


 


(b)                                  in respect of the appointment of a third party as an MTN Dealer for
one or more particular issues of MTNs under the MTN Programme, the MTN
Confirmation Letter substantially in the form set out in Part IV of Appendix C
to the MTN Programme Agreement;


 


MTN Dealer means Deutsche Bank AG London, and any other entity which the MTN
Issuer may appoint as an MTN Dealer and notice of whose appointment has been
given to the MTN Agent and the MTN Trustee by the MTN Issuer in accordance with
the provisions of the MTN Programme Agreement but excluding any entity whose
appointment has been terminated in accordance with the provisions of the MTN
Programme Agreement and notice of such termination has been given to the MTN
Agent and the MTN Trustee by the MTN Issuer in accordance with the provisions
of the MTN Programme Agreement and references to a relevant MTN Dealer
or the relevant MTN
Dealer(s) mean, in relation to any Tranche or Series of MTNs,
the MTN Dealer or MTN Dealers with whom the MTN Issuer has agreed the issue of
the MTNs of such Tranche or Series and MTN Dealer means any one of them;


 


MTN Dealer Accession Letter means:


 


(a)                                  in respect of the appointment of a third party as an MTN Dealer for
the duration of the MTN Programme, the MTN Dealer Accession Letter
substantially in the form set out in Part I of Appendix C to the MTN Programme
Agreement; and


 


(b)                                  in respect of the appointment of a third party as an MTN Dealer for
one or more particular issues of MTNs under the MTN Programme, the MTN Dealer
Accession Letter substantially in the form set out in Part III of Appendix C to
the MTN Programme Agreement;


 


MTN Definitive
Note means an MTN in definitive
form issued, or as the case may require, to be issued by the MTN Issuer, in
accordance with the provisions of the MTN Programme Agreement, the MTN Agency
Agreement and the MTN Trust Deed, or any other agreement between the MTN Issuer
and the relevant MTN Dealer(s), in exchange for an MTN Permanent Global Note,
such MTN in definitive form being in the form or substantially in the form set
out in Part II of the Second Schedule of the MTN Trust Deed with such
modifications (if any) as may be agreed between the MTN Issuer, the MTN Agent,
the MTN Trustee and the relevant MTN Dealer(s) and having the MTN Conditions
endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating
the MTN Conditions by reference as indicated in the applicable Supplement and
having the relevant information supplementing, replacing or modifying the MTN
Conditions appearing in the applicable Supplement endorsed thereon or attached
thereto and having Coupons and, where appropriate, Talons attached thereto on
issue;


 


MTN Expected
Maturity Date means, with respect
to any Series of MTNs, the date specified in the applicable Supplement;


 


MTN Global Note
means an MTN Temporary Global
Note and/or an MTN Permanent Global Note, as the context requires;


 


54

















 


MTN Investor Presentation Materials means all materials, including
slides, prepared by the MTN Arranger, the MTN Lead Manager or any MTN Dealer in
connection with the marketing of the MTNs and the credit rating thereof;


 


MTN Issue Date means, in respect of any MTN, the date of issue and purchase of such
MTN pursuant to and in accordance with the MTN Programme Agreement or any other
agreement between the MTN Issuer and the relevant MTN Dealer(s) being, in the
case of any definitive MTN represented initially by an MTN Global Note, the
same date as the date of issue of the MTN Global Note which initially represented
such MTN;


 


MTN Issuer means Silver Funding Limited whose registered office is at Whiteley
Chambers, Don Street, St. Helier, Jersey, JE4 9WG, Channel Islands;


 


MTN Issuer Account Bank means Deutsche
Bank AG, Amsterdam and any other successor bank appointed in accordance with
the Cash Management Agreement;


 


MTN Issuer
Accounts means the MTN Issuer
Transaction Accounts and/or the MTN Issuer Stop Funding Accounts and/or the MTN
Issuer Liquidity Facility Reserve Accounts (if any);


 


MTN Issuer
Administration Agreements means
the MTN Issuer Corporate Administration Agreement, the MTN Issuer Fiduciary
Administration Agreement and the MTN Issuer SPV Administration Agreement;


 


MTN Issuer
Charged Property means the whole
of the right, title, benefit and interest of the MTN Issuer in the property,
assets and rights of the MTN Issuer described in Clause 3 of the MTN Issuer
Deed of Charge and all other property, assets and rights whatsoever of the MTN
Issuer and wheresoever situated, present and future, including without
limitation any uncalled share capital of the MTN Issuer;


 


MTN Issuer
Corporate Administration Agreement means the agreement dated on or before the MTN Closing Date between
the MTN Issuer and the MTN Issuer Corporate Administrator;


 


MTN Issuer
Corporate Administrator means
Deutsche International Corporate Services Limited;


 


MTN Issuer Deed
of Charge means the deed of
charge and assignment dated on or before the MTN Closing Date between the MTN
Issuer, the MTN Trustee, the MTN Security Trustee, the Security Agent, the
European Master Purchaser, the MTN Paying Agents, the MTN Issuer Liquidity
Facility Provider, the MTN Issuer Account Bank and the Cash Manager;


 


MTN Issuer
Dutch Law Pledge Agreement means
the pledge agreement dated on or before the MTN Closing Date between the MTN
Issuer, the Cash Manager, the MTN Security Trustee and the MTN Issuer Account
Bank;


 


MTN Issuer
Dutch Law Security has the
meaning specified in Clause 3.2 of the MTN Issuer Deed of Charge;


 


MTN Issuer
Enforcement Notice means a notice
served in writing to the MTN Issuer provided by the MTN Security Trustee
pursuant to MTN Condition 10 certifying the occurrence of an MTN Issuer Event
of Default thereby declaring the MTNs immediately due and payable;


 


MTN Issuer
English Law Assigned Agreements
has the meaning specified in Clause 3.1 of the MTN Issuer Deed of Charge;


 


MTN
Issuer Euro Liquidity Facility Reserve Account  means the
account of the MTN Issuer (account number 265462983 0000 EUR 002) with the MTN
Issuer Account Bank;


 


55

















 


MTN Issuer Euro
Stop Funding Account means the
account of the MTN Issuer (account number 265462940 0000 EUR 001) with the MTN
Issuer Account Bank;


 


MTN
Issuer Euro Transaction Account means
the account of the MTN Issuer (account number 265461995 0000 EUR 000) with the
MTN Issuer Account Bank;


 


MTN
Issuer European Stop Funding Accounts means the MTN Issuer Euro Stop Funding Account and the MTN Issuer
Sterling Stop Funding Account;


 


MTN Issuer
European Transaction Accounts means
the MTN Issuer Euro Transaction Account and the MTN Issuer Sterling Transaction
Account;


 


MTN Issuer
Event of Default has the meaning specified in MTN Condition 10;


 


MTN Issuer
Fiduciary Administration Agreement means the agreement dated on or before the MTN Closing Date between
the MTN Issuer and Ogier SPV Services Limited for the provision of directors to
the MTN Issuer;


 


MTN Issuer German Law Pledge Agreement means the pledge agreement dated on or
before the MTN Closing Date between the MTN Issuer, the Cash Manager, the
Security Agent and the MTN Security Trustee;


 


MTN Issuer German Law Security  has the
meaning specified in Clause 3.4 of the MTN Issuer Deed of Charge;


 


MTN Issuer Liquidity Facility means the liquidity facility provided
to the MTN Issuer by the MTN Issuer Liquidity Provider pursuant to
the MTN Issuer Liquidity Facility Agreement;


 


MTN Issuer Liquidity Facility Agreement means the liquidity facility agreement
dated on or before the MTN Closing Date between the MTN Issuer, the
MTN Issuer Liquidity Facility Provider and the MTN Issuer Security
Trustee;


 


MTN Issuer Liquidity Facility Provider means Deutsche Bank AG, Amsterdam
and its successors and assigns;


 


MTN Issuer Liquidity Facility Reserve
Accounts means the MTN Issuer Euro Liquidity Facility Reserve Account, the MTN
Issuer Sterling Liquidity Facility Reserve Account and the MTN Issuer US Dollar
Liquidity Facility Reserve Account;


 


MTN Issuer Liquidity Shortfall has the meaning specified in the
MTN Issuer Liquidity Facility Agreement;


 


MTN Issuer
Mandate means a bank mandate
completed by the MTN Issuer in respect of each MTN Issuer Account;


 


MTN Issuer New
York Law Security has the meaning
specified in Clause 3.7 of the MTN Issuer Deed of Charge;


 


MTN Issuer
Principal Proportion on any date
is a fraction (expressed as a percentage) calculated as (i) X divided by (ii)
(X+Y),


 


where:


 


X                                       is the subscription price of the relevant Buhrmann Notes held by or
on behalf of the MTN Issuer on such date; and


 


56

















 


Y                                        is the subscription price of the relevant Buhrmann Notes held by or
on behalf of the Initial Buhrmann Note Purchaser on such date;


 


MTN Issuer
Secured Creditors means the MTN
Security Trustee (in its capacity as a creditor of the MTN Issuer), the MTN
Trustee, the MTN Noteholders, any receiver of the MTN Issuer (in its capacity
as a creditor of the MTN Issuer), the MTN Issuer Corporate Administrator under
the MTN Issuer Corporate Administration Agreement, any additional administrators
of the MTN Issuer, the MTN Paying Agents under the MTN Agency Agreement, the
MTN Issuer Liquidity Facility Provider under the MTN Issuer Liquidity Facility
Agreement, the Cash Manager (in its capacity as cash manager for the MTN
Issuer) and the MTN Issuer Account Bank under the Cash Management Agreement and
MTN Issuer Secured
Creditor shall mean any one of them and shall be construed
accordingly;


 


MTN Issuer
Secured Obligations means all
amounts and liabilities owing from time to time by the MTN Issuer to the MTN
Issuer Secured Creditors;


 


MTN Issuer
Security Documents means the MTN
Issuer Deed of Charge, the MTN Issuer US Security Agreement, the MTN Issuer
Dutch Law Pledge Agreement and the MTN Issuer German Law Pledge Agreement;


 


MTN Issuer SPV
Administration Agreement means
the agreement dated on or before the MTN Closing Date between the MTN Issuer
and Ogier SPV Services Limited for the provision of a registered office of the
MTN Issuer;


 


MTN Issuer Sterling Liquidity Facility
Reserve Account means the account
of the MTN Issuer (account number 265462983 0000 GBP 002) with the MTN Issuer
Account Bank;


 


MTN Issuer
Sterling Stop Funding Account means
the account of the MTN Issuer (account number 265462940 0000 GBP 001) with the
MTN Issuer Account Bank;


 


MTN Issuer
Sterling Transaction Account means
the account of the MTN Issuer (account number 265461995 0000 GBP 000) with the
MTN Issuer Account Bank;


 


MTN Issuer Stop
Funding Accounts means the MTN
Issuer European Stop Funding Accounts and the MTN Issuer US Dollar Stop Funding
Account;


 


MTN Issuer Swap means either a foreign exchange swap or interest rate swap which
the MTN Issuer, on the advice of the Cash Manager, may enter into from time to
time subject to the satisfaction of the Rating Condition;


 


MTN Issuer
Transaction Accounts means the
MTN Issuer European Transaction Accounts and the MTN Issuer US Dollar
Transaction Accounts;


 


MTN Issuer US Dollar Liquidity Facility
Reserve Account means the account
of the MTN Issuer (account number 265462983 0000 USD 002) with the MTN Issuer
Account Bank;


 


MTN Issuer US
Dollar Stop Funding Account means
the account of the MTN Issuer (account number 265462940 0000 USD 001) with the
MTN Issuer Account Bank;


 


MTN Issuer US
Dollar Transaction Account means
the account of the MTN Issuer (account number 265461995 0000 USD 000) with the
MTN Issuer Account Bank;


 


MTN Issuer US
Security Agreement means the
security agreement dated on or before the MTN Closing Date between the MTN
Issuer, the MTN Issuer Account Bank, US Master Purchaser and the MTN Security
Trustee;


 


MTN Issuer
Yield Proportion on any date is a
fraction (expressed as a percentage) calculated as (i) A divided by (ii) (A+B),


 


57

















 


where:


 


A                                      is the yield on the relevant Buhrmann Notes held by or on behalf of
the MTN Issuer on such date; and


 


B                                        is the yield on the relevant Buhrmann Notes held by or on behalf of
the Initial Buhrmann Note Purchaser on such date;


 


MTN Lead Manager means, in relation to any Tranche of MTNs, the person named as MTN
Lead Manager in the applicable MTN Subscription Agreement;


 


MTN Listing
Agent means Deutsche Bank
Luxembourg S.A.;


 


MTN Maturity
Date with respect to any Series
of MTNs, has the meaning specified in the applicable Supplement;


 


MTN Noteholder means the several persons who are for the time being holders of
outstanding MTNs save that, in respect of the MTNs of any Series, for so long
as such MTNs or any part thereof are represented by an MTN Global Note
deposited with a common depositary for Euroclear and Clearstream, Luxembourg
(other than Clearstream, Luxembourg, if Clearstream, Luxembourg shall be an
accountholder of Euroclear and Euroclear, if Euroclear shall be an
accountholder of Clearstream, Luxembourg) as the holder of a particular nominal
amount of the MTNs of such Series shall be deemed to be the holder of such
nominal amount of such MTNs (and the holder of the relevant MTN Global Note
shall be deemed not to be the holder) for all purposes of the MTN Trust Deed
other than with respect to the payment of principal or interest on such nominal
amount of such MTNs, the rights to which shall be vested, as against the MTN
Issuer and the MTN Trustee, solely in such common depositary and for which
purpose such common depositary shall be deemed to be the holder of such nominal
amount of such MTNs in accordance with and subject to its terms and the
provisions of the MTN Trust Deed and the expressions MTN Noteholder, MTN holder and holder of MTNs and
related expressions shall be construed accordingly;


 


MTN Noteholder
Monthly Report means, a report
prepared by the Cash Manager and in the form set out in Schedule 1 to the Cash
Management Agreement;


 


MTN Offering
Circular means the offering
circular relating to the MTNs prepared in connection with the MTN Programme as
revised, supplemented or amended from time to time by the MTN Issuer in
accordance with Clause 5.2 of the MTN Programme Agreement including any
documents which are from time to time incorporated in the offering circular by
reference except that:


 


(a)                                  in relation to each Tranche of MTNs only the applicable Supplement
shall be deemed to be included in the MTN Offering Circular; and


 


(b)                                  for the purpose of Clause 4.5 of the MTN Programme Agreement in
respect of the MTN Agreement Date and the MTN Issue Date, the MTN Offering
Circular means the offering circular as at the MTN Agreement Date, but not
including any subsequent revision, supplement or amendment to it or
incorporation of information in it;


 


MTN Paying Agents means, in relation to all or any Series of the MTNs, the several
institutions (including, where the context permits, the MTN Agent and the
Luxembourg MTN Paying Agent) at their respective specified offices initially
appointed as paying agents in relation to such MTNs by the MTN Issuer pursuant
to the MTN Agency Agreement and/or if applicable, any Successor paying agents
at their respective specified offices in relation to all or any Series of the
MTNs;


 


MTN Permanent
Global Note means a global note
in the form or substantially in the form set out in Part II of the Second
Schedule to the MTN Trust Deed with such modifications (if any) as may be
agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevant
MTN Dealer(s), together with the copy of the applicable Supplement annexed
thereto, comprising some or all of the


 


58

















 


MTNs of the same Series, issued by the MTN
Issuer pursuant to the MTN Programme Agreement or any other agreement between
the MTN Issuer and the relevant MTN Dealer(s) relating to the MTN Programme,
the MTN Agency Agreement and the MTN Trust Deed in exchange for the whole or
part of any MTN Temporary Global Note issued in respect of such MTNs;


 


MTN
Pre-Enforcement Interest Priority of Payments means the order of priorities of payments as set out in Clause 7.2
of the MTN Issuer Deed of Charge;


 


MTN
Pre-Enforcement Principal Priority of Payments means the order of priorities of payments as set out in Clause 7.3
of the MTN Issuer Deed of Charge;


 


MTN Post-Enforcement
Interest Priority of Payments means
the order of priorities of payments as set out in Clause 8.3 of the MTN Issuer
Deed of Charge;


 


MTN
Post-Enforcement Principal Priority of Payments means the order of priorities of payments as set out in Clause 8.4
of the MTN Issuer Deed of Charge;


 


MTN Procedures
Memorandum means the operating and
administrative procedures memorandum dated on or before the MTN Closing Date,
as amended or varied from time to time including, in respect of any Tranche, by
agreement between the MTN Issuer and the relevant MTN Dealer or MTN Lead
Manager with the approval in writing of the MTN Agent;


 


MTN Programme means the Silver
Funding Limited €800,000,000 asset-backed euro medium term note programme;


 


MTN Programme
Agreement means the agreement
dated on or before the MTN Closing Date between the MTN Issuer and the MTN
Dealers named therein (or deemed named therein), the European Receivables Warehouse
Company, the Master Purchasers and the Parent, concerning the purchase of MTNs
to be issued pursuant to the MTN Programme together with any agreement for the
time being in force amending, replacing, novating or modifying such agreement
and any accession letters and/or agreements supplemental thereto;


 


MTN Programme
Limit means,
€800,000,000 or such other greater amount as may be agreed pursuant to Clause
12 of the MTN Programme Agreement;


 


MTN Relevant Party means each MTN Dealer, each of their respective affiliates and each
person who controls them (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and each of their respective directors,
officers, employees and agents;


 


MTN Security
Trustee means Deutsche Trustee
Company Limited and all other persons or companies for the time being the
security trustee under the MTN Issuer Deed of Charge;


 


MTN
Subscription Agreement means an
agreement supplemental to the MTN Programme Agreement (by whatever name called)
in or substantially in the form set out in Appendix E to the MTN Programme
Agreement or in such other form as may be agreed between the MTN Issuer and the
MTN Lead Manager or one or more MTN Dealers (as the case may be);


 


MTN Temporary
Global Note means a temporary
global note in the form or substantially in the form set out in Part I of
the Second Schedule to the MTN Trust Deed together with the copy of the
applicable Supplement annexed thereto with such modifications (if any) as may
be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the
relevant MTN Dealer(s), comprising some or all of the MTNs of the same Series,
issued by the MTN Issuer pursuant to the MTN Programme Agreement or any other
agreement between the MTN Issuer and the relevant MTN Dealer(s) relating to the
MTN Programme, the MTN Agency Agreement and the MTN Trust Deed;


 


MTN Transaction
Documents means the MTN Programme
Agreement, the MTN Agency Agreement, the MTN Issuer Deed of Charge, the MTN
Trust Deed, the Cash Management Agreement, the MTN


 


59

















 


Issuer Liquidity Facility Agreement, the MTN
Issuer US Security Agreement, the MTN Issuer Administration Agreements, the MTN
Issuer Dutch Law Pledge Agreement, the MTN Issuer German Law Pledge Agreement,
the European Master Purchaser Funding Deed, the US Master Purchaser Funding
Agreement, the European Master Purchaser Security Documents, the US Master
Purchaser Security Agreement and all other documents and agreements entered
into in connection with the issue of the MTNs and the purchase of the Buhrmann
Notes;


 


MTN Trust Deed means the trust deed dated on or before the MTN Closing Date between
the MTN Issuer and the MTN Trustee under which MTNs will, on issue, be
constituted and which sets out the terms and conditions on which the MTN
Trustee has agreed to act as trustee and includes any trust deed or other
document executed by the MTN Issuer and the MTN Trustee in accordance with the
provisions of the MTN Trust Deed and expressed to be supplemental to the MTN
Trust Deed;


 


MTN Trustee means Deutsche Trustee Company Limited and any other trustee or
trustees for the time being for the holders of the MTNs appointed in accordance
with the MTN Trust Deed;


 


Multiemployer
Plan means a multiemployer plan
as defined in Section 4001(a)(3) of ERISA;


 


New Buhrmann
European Note means a Buhrmann
European Note denominated in the same Agreed Currency as the Maturing Buhrmann
European Note for which the Buhrmann European Note Purchaser is obliged upon
the relevant Redemption Date to subscribe for a further Buhrmann European Note
denominated in the same Agreed Currency;


 


New MTN Dealer means any entity appointed as an additional MTN Dealer in accordance
with Clause 11 of the MTN Programme Agreement;


 


Nominal Amount with respect to any Series of MTNs has the meaning specified in the
applicable Supplement;


 


Non-Conforming Dutch Receivable has the meaning specified in Clause 11.1(a) of the Dutch Master
Receivables Purchase Agreement and Clause 11.1(a) of the Onward Dutch Master
Receivables Purchase Agreement;


 


Non-Conforming
English Receivable has the meaning
given to it in Clause 6.1(a) of the English Originator Warranty and
Indemnity Deed and Clause 5.1(a) of the European Receivables Warehouse Company
English Warranty and Indemnity Deed;


 


Non-Conforming
Receivable means a Non-Conforming Dutch Receivable, a
Non-Conforming English Receivable and/or a Non-Conforming US Receivable, as the
context requires;


 


Non-Conforming
US Receivable has the meaning given to it in
Clause 11.1(a) of the US Contribution Agreement;


 


Non-Funded
Receivables means Securitised Receivables the purchase of
which has been funded by the issue of Subordinated Buhrmann European Notes or
additional Capital Contributions;


 


Non-Securitised
Dutch Receivables means Dutch
Receivables which have not been sold and transferred to the European
Receivables Warehouse Company by a Dutch Originator;


 


Non-Securitised
English Receivables means English
Receivables which have not been sold and transferred to the European
Receivables Warehouse Company by an English Originator;


 


Non-Securitised
European Receivables means the
Non-Securitised Dutch Receivables, and/or the Non-Securitised English
Receivables, as the context requires;


 


Non-Securitised
Receivables means the
Non-Securitised European Receivables and/or the Non-Securitised US Receivables,
as the context requires;


 


60

















 


Non-Securitised
US Receivables means US
Receivables which have not been sold and transferred to the US Master Purchaser
by a US Originator;


 


Obligor means any person who owes a payment obligation to an Originator, the
European Receivables Warehouse Company or the relevant Master Purchaser in
respect of a Securitised Receivable;


 


Obligor
Percentage means, on any Business
Day and in respect of an Agreed Currency, an amount expressed as percentage
representing the amount which the largest Obligor by value represents of the
all Securitised Receivables denominated in such Agreed Currency less the Excess
Concentration in respect of such Obligor;


 


Offer to
Contribute has the meaning specified
in Clause 2 of the US Contribution Agreement;


 


Onward  Dutch Master Receivables Purchase Agreement means the purchase agreement dated on
or before the MTN Closing Date between the European Master Purchaser, the
European Receivables Warehouse Company, the Parent and the Security Agent;


 


Onward  English Receivables Sale Contract  means each contract concluded for the
sale of English Receivables between the European Receivables Warehouse Company
and the European Master Purchaser arising from the due acceptance of a European
Receivables Warehouse Company Offer to Sell and incorporating the English
Standard Terms and Conditions;


 


Onward European Master Receivables Purchase
Agreement means each of the Onward Dutch Master Receivables Purchase Agreement,
any Onward English Receivables Sale Contract and any Onward Further European
Master Receivables Purchase Agreement;


 


Onward Further European Receivables Purchase
Agreement means any purchase agreement, in respect of Receivables originated by a
member of the Buhrmann Group in any Eligible Originator Country (other than The
Netherlands, the United States and England) to be entered into from time to
time between the European Master Purchaser, the Security Agent, the Parent and
the European Receivables Warehouse Company;


 


Optional Redemption Amount means in respect of an MTN the amount
specified in the applicable Supplement;


 


Optional Redemption Date means in respect of an MTN the date
specified in the applicable Supplement;


 


Original
Currency means, in relation to a
Jersey Company Foreign Exchange Transaction under the Jersey Company Foreign
Exchange Agreement, the Currency which is to be sold by the Securitisation
Company and purchased by the Jersey Company Counterparty and specified in the
Confirmation relating thereto;


 


Originator means
any Dutch Originator, any English Originator, any US Originator or any
Additional Jurisdiction Originator;


 


Originator
Accession Agreement means a duly
completed agreement in the form set out in the Appendix to this Deed;


 


Other
Securitisation Companies means other Securitisation Companies that the CP
Issuer has entered or will enter into commissioning agreements with;


 


outstanding means, in relation to the MTNs of all or any Series, all the MTNs
of such Series issued other than:


 


(a)                                  those MTNs which have been redeemed pursuant to the MTN Trust Deed;


 


61

















 


(b)                                 those MTNs in respect of which the date (including, where
applicable, any deferred date) for redemption in accordance with the MTN
Conditions has occurred and the redemption moneys (including all interest
payable thereon) have been duly paid to the MTN Trustee or to the MTN Agent in
the manner provided in the MTN Agency Agreement (and where appropriate notice
to that effect has been given to the relative MTN Noteholders in accordance
with MTN Condition 15) and remain available for payment against
presentation of the relevant MTNs and/or Coupons;


 


(c)                                  those MTNs which have been purchased and cancelled in accordance
with MTN Conditions 8(f) and 8(g);


 


(d)                                 those MTNs which have become void or in respect of which claims have
become prescribed, in each case under MTN Condition 11;


 


(e)                                  those mutilated or defaced MTNs which have been surrendered and
cancelled and in respect of which replacements have been issued pursuant to MTN
Condition 12;


 


(f)                                    (for the purpose only of ascertaining the Nominal Amount of the MTNs
outstanding and without prejudice to the status for any other purpose of the
relevant MTNs) those MTNs which are alleged to have been lost, stolen or
destroyed and in respect of which replacements have been issued pursuant to MTN
Condition 12; and


 


(g)                                 any MTN Global Note to the extent that it shall have been exchanged
for MTN Definitive Notes or another MTN Global Note pursuant to its provisions,
the provisions of the MTN Trust Deed and the MTN Agency Agreement,


 


provided that for each of the following
purposes:


 


(i)             the
right to attend and vote at any meeting of the holders of the MTNs of any
Series;


 


(ii)          the
determination of how many and which MTNs of any Series are for the time being
outstanding for the purposes of Clause 8.1 of the MTN Trust Deed and MTN
Conditions 10 and 16 and paragraphs 2, 5, 6 and 9 of the Third
Schedule to the MTN Trust Deed;


 


(iii)       any
discretion, power or authority (whether contained in the MTN Trust Deed or
vested by operation of law) which the MTN Trustee is required, expressly or
impliedly, to exercise in or by reference to the interests of the holders of
the MTNs of any Series; and


 


(iv)      the
determination by the MTN Trustee whether any event, circumstance, matter or
thing is, in its opinion, materially prejudicial to the interests of the
holders of the MTNs of any Series,


 


those MTNs of the relevant Series (if any)
which are for the time being held by or on behalf of the MTN Issuer, the Parent
or any subsidiary or affiliate of the Parent, in each case as beneficial owner,
shall (unless and until ceasing to be so held) be deemed not to remain
outstanding;


 


Parallel Debt has the meaning specified in Clause 3.6 of the European Master
Purchaser Deed of Charge, Clause 3.6 of the European Receivables Warehouse
Company Deed of Charge or Clause 3.7 of the MTN Issuer Deed of Charge, as
the context may require;


 


Parent means Buhrmann N.V.;


 


Payment Day has the meaning set out in MTN Condition 11;


 


PBGC means the Pension Guaranty Corporation referred to and defined in
ERISA and any successor entity performing similar functions;


 


62

















 


Plan means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which a US Originator or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA;


 


Postbank Dutch
Collection Accounts means the
account in the name of Bührmann-Ubbens B.V. (account no. 34570, 833612 and
10618) with Postbank N.V. at Bijlmerplein 888, 1102 MG, Amsterdam, The
Netherlands;


 


Postbank Dutch
Collection Account Agreement means
the collection account agreement dated the European Closing Date, as amended
and restated on 26 November 2001 and on or before the MTN Closing Date, between
Bührmann-Ubbens B.V., the Master Servicer, the European Receivables Warehouse
Company, the Security Agent and Postbank N.V.;


 


Postbank Dutch
Collection Claims Pledge Agreement means the collection claims pledge agreement dated the European
Closing Date, as amended and restated on 26 November 2001 and on or before the
MTN Closing Date, between the European Receivables Warehouse Company, the
Security Agent and Postbank N.V.;


 


Potential
Buhrmann Termination Event means any event which with the giving of notice, lapse of time, making of
any determination or any combination thereof, would constitute a Buhrmann
Termination Event;


 


Potential
European Master Purchaser Event of Default means
any event which with the giving of notice, lapse of time, making of any
determination or any combination thereof, would constitute a European Master
Purchaser Event of Default;


 


Potential
Jersey Company Subordinated Note Event of Default means any event which with the giving of notice, lapse of time,
making of any determination or any combination thereof, would constitute a
Jersey Company Subordinated Note Event of Default;


 


Potential MTN
Issuer Event of Default means any event
which with the giving of notice, lapse of time, making of any determination or
any combination thereof, would constitute an MTN Issuer Event of Default;


 


Potential US
Master Purchaser Event of Default means
any event which with the giving of notice, lapse of time, making of any
determination or any combination thereof, would constitute a US Master
Purchaser Event of Default;


 


Principal
Obligations has the meaning
specified in Clause 3.6 of the European Receivables Warehouse Company Deed
of Charge, Clause 3.6 of the European Master Purchaser Deed of Charge or
Clause 3.7 of the MTN Issuer Deed of Charge, as the context requires;


 


Profits means the taxable income of the US
Master Purchaser as determined for US federal income tax purposes under Section
703(a) of the Code, including items separately stated pursuant to Section
703(a)(1) of the Code;


 


Protection
Notice means an English
Collection Account Protection Notice, a Dutch Collection Account Protection
Notice and/or a US Collection Account Protection Notice as the context
requires;


 


Purchase Date means, (i) in the case of each European Receivable, the date on
which such European Receivable becomes or is proposed to become a Securitised
European Receivable in accordance with the terms of the relevant European
Master Receivables Purchase Agreement and the relevant Onward European Master
Receivables Purchase Agreement and (ii) in the case of a US Receivable, the
Contribution Date;


 


Purchase Price means, in respect of each Receivable:


 


63

















 


A x (1-B)


 


where:


 


A                                    is the
Face Amount of such Receivable on its Purchase Date as specified in the
Invoices File delivered by or on behalf of the relevant Originator on that
Purchase Date; and


 


B                                       is the
Discount Percentage in respect of the Agreed Currency in which such Receivable
is denominated as at the Purchase Date;


 


Quotation Date means in relation to any period for which an interest rate is to be
determined under the Jersey Company Liquidity Facility Agreement means the day
on which quotations would ordinarily be given by prime banks in the interbank
market for deposits in euros, sterling or US dollars, as appropriate, for
delivery on the first day of that period or, if later, the date on which the
Jersey Company Notice of Drawdown in respect of the Jersey Company Advance for
which such interest rate is to be determined was delivered;


 


Rate of
Interest means the rate of
interest of the Floating Rate Notes and/or the Fixed Rate Notes, as the context
requires;


 


Rating Agencies
means Standard & Poor’s and
Moody’s;


 


Rating
Condition means, with respect to
any action taken or to be taken, a condition that is satisfied when each Rating
Agency has confirmed in writing to the relevant Master Purchaser, the Master
Servicer, the Security Agent, the MTN Trustee and the MTN Security Trustee that
such action will not result in the withdrawal, reduction or other adverse
action with respect to any then-current rating of the CP Notes, the MTNs or the
securities issued by any other Buhrmann Note Purchaser;


 


Rebate Dilution
Accruals means, on any Business
Day and in respect of an Agreed Currency, the aggregate of all amounts
denominated in such Agreed Currency by each Originator in its accounts in
respect of Rebate Dilutions;


 


Rebate Dilution
Monthly Accruals means, on any
Calculation Date and in respect of an Agreed Currency, the aggregate of the
Rebate Dilution Accruals in respect of such Agreed Currency which have arisen
since the immediately preceding calendar month;


 


Rebate
Dilutions means the aggregate
amount of discounts granted by Originators to Obligors and which are accrued by
the Originator granting such discount in its accounts; provided that Rebate
Dilutions shall not include any amount in respect of which the relevant Master
Purchaser has received a Deemed Collection;


 


Receivable means all amounts payable to an Originator or either Master Purchaser
by an Obligor in connection with a Contract and all rights to or to enforce
payment thereof and the proceeds thereof including the following:


 


(a)                                  the benefit of all rights to and covenants for payment in relation
thereto and whether owed by the purchaser of the goods, any guarantor, any
indemnitor, any bank or person which has accepted or endorsed a bill of
exchange in relation thereto, any bank which has issued or confirmed a letter
of credit in relation thereto, or any other party which has incurred a payment
obligation to an Originator or either Master Purchaser in relation thereto
(whether under a document, instrument or agreement providing a mechanism for
payment or security for payment or otherwise);


 


(b)                                 all rights to compensation, indemnity or payment from any compensation,
guarantee or insurance scheme or policy (including the proceeds of any
political risk insurance policy) to which an Originator or either Master
Purchaser may be entitled in respect of any failure (of whatsoever nature) to
receive timely payment in full of such amounts; and


 


64

















 


(c)                                   all rights to demand, sue for, recover, receive and give receipts
for all such amounts;


 


Receivables
Ledger means the ledger
maintained by the Master Servicer which will in respect of each Agreed
Currency:


 


(a)                                  be adjusted as appropriate with an amount equal to the aggregate of
the Face Amounts of all the Receivables denominated in such Agreed Currency
which have become Securitised Receivables on that Business Day; and


 


(b)                                 be adjusted as appropriate with all amounts denominated in such
Agreed Currency identified as representative or constitutive moneys received by
the European Master Purchaser or the US Master Purchaser on such Business Day
in relation to a Securitised Receivable ;


 


Receiver means a receiver appointed by the Security Agent pursuant to
Clause 19.1 of the European Receivables Warehouse Company Deed of Charge,
Clause 20.1 of the European Master Purchaser Deed of Charge, Clause 20.1
of the US Master Purchaser Security Agreement or Clause 19.1 of the MTN Issuer
Deed of Charge;


 


Recipients means, with respect to the US
Collection Account Agreement, the US Master Purchaser and the US Originators;


 


Record Date means the date on which payments
of principal on each Buhrmann Note is made pursuant to the relevant Redemption
Date to the holder (or to the first named of joint holders) of the Buhrmann
Note appearing on the Register at the close of business on that date;


 


Records means, in
respect of any Securitised Receivable, all contracts, correspondence, notes of
dealings and other documents, books, books of account, registers, records and
other information (including, without limitation, computer programmes, tapes,
discs, punch cards, data processing software and related property and rights)
maintained (and recreated in the event of destruction of the originals thereof)
with respect to such Securitised Receivable and the related Obligor;


 


Redemption Date
means in respect of a Buhrmann Note
or a Subordinated Buhrmann Note, its stated maturity date;


 


Redenomination
Date shall have the meaning
specified in Buhrmann European Note Condition 8.2 or MTN Condition 5;


 


Reference Banks means, with respect to the Jersey Company Liquidity Facility,
(i) the principal Frankfurt am Main office of Deutsche Bank
Aktiengesellschaft and the principal offices of Dresdner Bank
Aktiengesellschaft and Commerzbank Aktiengesellschaft in respect of euro;
(ii) the principal London offices of Barclays Bank PLC, National Westminster
Bank plc and HSBC plc in respect of sterling and US dollars, or any Jersey
Company Liquidity Bank which replaces any of them;


 


Reference Rate with respect to any Series of MTNs has the meaning specified in the applicable Supplement;


 


Register means the register maintained by or on behalf of the relevant Master
Purchaser in respect of the relevant Buhrmann Notes, as more particularly
described in the relevant Buhrmann Note Conditions;


 


Relevant Change
means the adoption after the date
hereof of any applicable law, rule or regulation, or any change after the date
hereof, or any officially published change after the date hereof in the
interpretation or administration thereof by any court, governmental authority,
revenue or taxing authority, central bank or comparable agency or regulatory
authority charged with the interpretation or administration thereof, or
compliance by it with any guideline, request or directive (whether or not
having the force of law) or any practice of any such authority, central bank or
comparable agency or


 


65

















 


regulatory authority or taxing authority
which is promulgated after the date hereof and is of general application and
with which the party affected thereby habitually complies;


 


Relevant
Date shall have the meaning specified in MTN Condition
11;


 


Relevant
Sales-Defaults means, on any
Business Day and in respect of an Agreed Currency, the Face Amount as at their
Purchase Date of Securitised Receivables denominated in that Agreed Currency
and purchased or acquired during the Relevant Sales-Defaults Period;


 


Relevant
Sales-Defaults Period means, on
any Business Day in respect of any Agreed Currency, the period of 30
consecutive days ending with the day which is X days prior to such Business Day
in each case, where X is equal to the Default Receivable Maturity;


 


Relevant
Sales-Delinquencies means, on any
Business Day and in respect of an Agreed Currency, the Face Amount as at their
Purchase Date of Securitised Receivables denominated in that Agreed Currency
and purchased during the Relevant Sales-Delinquencies Period;


 


Relevant
Sales-Delinquencies Period means,
on any Business Day, the period of 30 consecutive days ending with the day
which is X days prior to such Business Day, where X is equal to the Delinquent
Receivable Maturity;


 


Relevant Screen
Page with respect to Floating
Rate Notes where Screen Rate Determination has been specified, has the meaning specified in the applicable
Supplement;


 


Repayment Date means (A) in relation to any Jersey Company Overdraft Advance the
last day of the Term of such Jersey Company Overdraft Advance; or (B) in
relation to any Jersey Company Advance under the Jersey Company Liquidity
Facility Agreement the last day of the Term of such Jersey Company Advance;


 


Reportable
Event means any reportable event
as defined in Section 4043(b) of ERISA or the regulations issued thereunder
with respect to a Plan (other than a Plan maintained by an ERISA Affiliate
which is considered an ERISA Affiliate only pursuant to subsection (m) or (o)
of Section 414 of the Code), other than an event for which the 30-day notice
period is waived;


 


Repurchase
Price has the meaning specified
in Clause 11.1(b) of the Dutch Master Receivables Purchase Agreement, Clause
11.1(b) of the Onward Dutch Master Receivables Purchase Agreement, Clause
5.1(b) of the English Originator Warranty and Indemnity Deed, Clause 5.1(b) of
the European Receivables Warehouse Company English Warranty and Indemnity Deed
or Clause 11.1(b) of the US Contribution Agreement;


 


Required
Ratings means in relation to
short-term unsecured, unsubordinated and unguaranteed debt obligations of any
entity a rating of not less than “P-1” by Moody’s and “A-1+” by Standard &
Poor’s;


 


Required
Reserve Adjustment means, on any
Business Day and in respect of an Agreed Currency:


 


(A-B) + C + D


 


where:


 


A                                      is the amount standing to the credit of the Reserve Ledger in
respect of that Agreed Currency on that Business Day;


 


B                                        is the Required Reserve Amount in respect of that Agreed Currency as
at that Business Day;


 


C                                        is the amount standing to the debit of the Loss Ledger in respect of
that Agreed Currency on that Business Day; and


 


66

















 


D                                        is the amount standing to the credit of the DPP Collections Ledger
in respect of that Agreed Currency on that Business Day;


 


Required
Reserve Amount means, on any
Business Day and in respect of an Agreed Currency:


 


(A x B) + C + D +E


 


where,


 


A                                      is the Reserve Percentage in respect of such Agreed Currency as at the
immediately preceding Calculation Date;


 


B                                        is (i)  (in the case of Securitised European Receivables) the
aggregate of the Face Amounts of Securitised Receivables (including any
Receivables which are to be purchased by the European Master Purchaser on such
Business Day) denominated in that Agreed Currency on each Business Day less any
Defaulted Receivables and Written-off Receivables denominated in that Agreed
Currency less                         in that Agreed Currency, the sum of (a) Dilutions; (b) items C and E
set out below; (c) Excess Concentrations; and (d) Unallocated Cash Proceeds and
(ii)  (in the case of Securitised US Receivables) the US Net Pool Balance;


 


C                                        is in the case of each Agreed Currency (other than US Dollars) the
sum of (i)  the Rebate Dilutions in respect of such Agreed Currency on
that Business Day and (ii)  the product of (a)  the highest of the
Rebate Dilution Monthly Accruals in respect of such Agreed Currency as at the
twelve previous Calculation Dates and (b)  110  per cent.;


 


D                                       is, in the case of US Dollar the sum of (i)  the Rebate
Dilutions on that Business Day and (ii)  the product of (a) the
product of the highest of the Average Rebate Dilution Monthly Accruals as at
the twelve previous Calculation Dates and 110 per cent; and (b) the Loss Horizon;
and


 


E                                         is, in the case of each Agreed Currency the product of (a) the
highest of the Discount Dilution Monthly Accruals in respect of such Agreed
Currency as at the twelve previous Calculation Dates and (b) 110 per cent.;


 


Reserve Floor means, on any Calculation Date and in
respect of an Agreed Currency, 8 times the largest Obligor Percentage of that
Agreed Currency provided that if A x B is greater than C then 5 times
the largest Obligor Percentage plus A x B;


 


where:


 


A                                      is the Expected Dilutions in respect of
that Agreed Currency as at such Calculation Date;


 


B                                        is the Dilution Horizon Ratio in
respect of that Agreed Currency as at such Calculation Date; and


 


C                                        is the sum of Obligor Percentages for
the three largest Obligors in respect of that Agreed Currency;


 


Reserve Floor
Percentage means, on any Calculation Date:


 


(a)                                  in respect of an Agreed Currency (other than US Dollars) 16 per
cent.;


 


(b)                                 in respect of US Dollars, (x) as at the MTN Closing Date,
38 per cent.; provided that if the Current Default Ratio is less than or
equal to 2 per cent. on such Calculation Date and the preceding 11
Calculation Dates then 36 per cent.; and (y) thereafter, such other amount
as may be determined by the Master Servicer, subject to satisfaction of the
Rating Condition;


 


67

















 


Reserve Ledger means the ledger maintained by the Master Servicer which will, in
respect of each Agreed Currency:


 


(a)                                  be adjusted as appropriate by all amounts denominated in such Agreed
Currency which have been received by the European Receivables Warehouse Company
or the relevant Master Purchaser on each Business Day as DPP Collections; and


 


(b)                                 be adjusted as appropriate with an amount equal to the aggregate of
the Purchase Price of all Receivables denominated in such Agreed Currency paid
by the European Receivables Warehouse Company and the European Master Purchaser
or the US Master Purchaser on each Business Day less, in each case, the Initial
Purchase Price element of such Receivables as at such Business Day;


 


Reserve
Percentage means, on any
Calculation Date:


 


(a)                                  in respect of each Agreed Currency (other than US Dollars), the sum
of:


 


(i)                                     (x) the Reserve Floor Percentage; (y) the Reserve Floor and (z) the
sum of the Default Reserve Percentage and the Dilution Reserve Percentage;


 


(ii)                                  the Discount Percentage, and


 


(iii)                               the Liquidation Servicer Reserve Percentage; and


 


(b)                                 in respect of US Dollars, the sum of:


 


(i)                                     (x) the Reserve Floor Percentage; (y) the Reserve Floor and (z) the
sum of the Default Reserve Percentage and the Dilution Reserve Percentage;


 


(ii)                                  the Discount Percentage;


 


(iii)                               the Maximum Right of Set-Off Limit; and


 


(iv)                              the Liquidation Servicer Reserve Percentage;


 


provided that if a Buhrmann Financial
Performance Cross Default occurs, the rate of the Reserve Percentage for each
Agreed Currency shall be increased by 10 per cent. until such time as each
Rating Agency has confirmed that the Rating Condition has been satisfied;


 


Scheduled
Termination Date means, with respect to the US Master
Purchaser, the day 15 years after 28 September 2001 being the date that the US
Master Purchaser is scheduled to cease as a company in accordance with the
Certificate;


 


Screen Rate Determination with
respect to Floating Rate Notes has the
meaning specified in the applicable Supplement;


 


Securities Act means the United States Securities Act of 1933, as amended;


 


Securitisation
Availability Period means the US
Securitisation Availability Period and/or the European Securitisation
Availability Period, as the context requires;


 


Securitisation
Company means the Jersey Company
and any other subsidiary of Rheingold Securitisation Holdings Limited and an
affiliate of the CP Issuer, incorporated as a special purpose company for the
purpose of acquiring JFV Notes under the CP Programme;


 


Securitisation
CP Funded Facility means the
European Securitisation CP Funded Facility and/or the US Dollar Securitisation
CP Funded Facility, as the context requires;


 


68

















 


Securitisation
CP Funded Facility Amount means
the aggregate of the Euro Securitisation CP Funded Facility Amount, the
Sterling Securitisation CP Funded Facility Amount and the US Dollar
Securitisation CP Funded Facility Amount;


 


Securitisation
Facility means the European
Securitisation Facility and/or the US Securitisation Facility, as the context
requires;


 


Securitised
Dutch Receivable means a Receivable which has been purchased by the European Receivables
Warehouse Company pursuant to a Dutch Master Receivables Purchase Agreement and
which (i) remains outstanding and (ii) has not been repurchased by
the European Receivables Warehouse Company pursuant to Clause 11.1(b) of the
Onward Dutch Master Receivables Purchase Agreement or by the relevant Originator
pursuant to Clause 11.1(b) of the Dutch Master Receivables Purchase
Agreement;


 


Securitised
English Receivable means a Receivable which has been purchased by the European Receivables
Warehouse Company pursuant to an English Receivables Sale Contract and which
(i) remains outstanding and (ii) has not been repurchased by the
European Receivables Warehouse Company pursuant to Clause 5.1(b) of the
European Receivables Warehouse Company English Warranty and Indemnity Deed or
by the relevant Originator pursuant to Clause 5.1(b) of the English
Originator Warranty and Indemnity Deed;


 


Securitised
European Receivable means a
Securitised Dutch Receivable and/or a Securitised English Receivable, as the
context requires;


 


Securitised
Receivable means a Securitised
European Receivable and/or a Securitised US Receivable, as the context
requires;


 


Securitised US
Receivable means a Receivable
which has been contributed to the US Master Purchaser pursuant to the US
Contribution Agreement and which (i) remains outstanding and (ii) has not been
repurchased by the relevant US Originator pursuant to Clause 11.1(b) of the US
Contribution Agreement;


 


Security means either or both of the assignments of all amounts standing to
the credit of the Accounts pursuant to the Jersey Company Operating Account
Security Assignment Agreement and the CP Issuer Transaction Account Security
Assignment Agreement;


 


Security Agent means Deutsche Trustee Company Limited;


 


Security
Interest means the property
interest created by any mortgage, charge, hypothecation, pledge, lien,
assignment by way of security, retention of title, flawed asset,
blocked-deposit or other deposit arrangement, or any other encumbrance or
security interest whatsoever created or arising under any relevant law
(including, without limitation the Jersey Security Law) pursuant to the Uniform
Commercial Code or any other agreement or arrangement having the effect of or
performing the economic function of conferring security howsoever created or
arising;


 


Senior Credit
Facility means the credit
facility dated 26 October 1999 between the Parent, Buhrmann US and a syndicate
of financial institutions;


 


Series means an Tranche of
MTNs together with any further Tranche or Tranches of MTNs which are (i)
expressed to be consolidated and form a single series and (ii) identical in all
respects (including as to listing) except for their respective MTN Issue Dates,
Interest Commencement Dates and/or Issue Prices, as the context requires;


 


Servicing
Agreement means the servicing agreement dated 27
September 2000, as amended and restated on 28 September 2001 and on or before the MTN Closing Date, relating to the Securitised Receivables
between the European Receivables Warehouse Company, the Master Purchasers,
the


 


69

















 


Master
Servicer, the Parent, the MTN Issuer, the Security Agent, each Sub-Servicer and
the Liquidation Servicer;


 


Specified
Denomination with respect to any Series of MTNs has the
meaning specified in the applicable Supplement;


 


Specified
Period with respect to any Series of MTNs has the meaning
specified in the applicable Supplement;


 


Specified Time with
respect to any Series of MTNs has the meaning specified in the applicable Supplement;


 


Stabilising
Manager with respect to any
Series of MTNs has the meaning specified in the applicable Supplement;


 


Standard &
Poor’s or S&P means
Standard and Poor’s Ratings Group, a division of the McGraw-Hill Companies,
Inc. or its successor;


 


Sterling, sterling or £ means the lawful currency of the United Kingdom;


 


Sterling
Securitisation CP Funded Facility means
the facility granted to the European Master Purchaser by the Initial Buhrmann
Note Purchaser in the European Master Purchaser Funding Deed to enable the
European Master Purchaser to raise funds by issuing Buhrmann European Notes
denominated in sterling and for the Initial Buhrmann Note Purchaser to
subscribe for Buhrmann European Notes denominated in sterling in accordance
with Clause 2 of the European Master Purchaser Funding Deed;


 


Sterling
Securitisation CP Funded Facility Amount means
at any time the amount equal to the Jersey Company Sterling Liquidity Facility
Limit at that time (or such greater or lesser amount to which the Sterling
Securitisation CP Funded Facility may be increased or reduced as a result of
the operation of Clause 2.3 of the European Master Purchaser Funding Deed
or as agreed between the European Master Purchaser and the Jersey Company from time to time);


 


Stock Exchange means the Luxembourg Stock Exchange or any other stock exchange on
which any MTNs may from time to time be listed or admitted to trading, and
references to the relevant Stock Exchange
shall, in relation to any MTNs, be references to the stock exchange or stock
exchanges on which the MTNs are from time to time, or are intended to be,
listed or admitted to trading;


 


Stop Funding
Event means a European Stop
Funding Events and/or a US Stop Funding Events, as the context requires;


 


Subordinated
Buhrmann European Note means any
note issued by the European Master Purchaser pursuant to the European Master
Purchaser Funding Deed which are subordinated to the Buhrmann European Notes
and denominated in euro or Sterling;


 


Subordinated
Buhrmann European Note Availability Period means (i) in relation to the Initial Subordinated Buhrmann
European Note Purchaser such amount as may be determined from time to time by
the Cash Manager and the Master Servicer and (ii) in relation to any other
Subordinated Buhrmann European Note Purchaser such amount as may be specified
in the relevant Subordinated Buhrmann European Note Purchaser Accession Letter;


 


Subordinated
Buhrmann European Note Certificate means in respect of any Subordinated Buhrmann European Note, a
certificate in the form set out in Schedule 2 of the European Master Purchaser
Funding Deed issued by the European Master Purchaser to the person registered
as the Subordinated Buhrmann European Noteholder in the Register;


 


70

















 


Subordinated
Buhrmann European Note Conditions
means the terms and conditions of the Subordinated Buhrmann European Notes, in
the form set out in Schedule 4 to the European Master Purchaser Funding Deed
and a reference to a particular numbered Subordinated Buhrmann European Note
Condition shall be construed accordingly;


 


Subordinated
Buhrmann European Note Discount means,
in relation to each Subordinated Buhrmann European Note, the amount which is
equal to the difference between the Face Value of such Subordinated Buhrmann European Note
and its Subscription Price as specified in the relevant Subordinated Buhrmann European Note
Issue Notice relating to that Subordinated Buhrmann European Note;


 


Subordinated
Buhrmann European Note Discount Rate means, in respect of a Subordinated Buhrmann European Note, the
Buhrmann Interest Rate;


 


Subordinated
Buhrmann European Note Facility means
the uncommitted note issuance Facility granted to the European Master Purchaser
to enable the European Master Purchaser to raise funds by issuing Subordinated
Buhrmann European Notes to one or more Subordinated Buhrmann European Note
Purchasers;


 


Subordinated
Buhrmann European Note Facility Amount means (i) in relation to the Initial Subordinated Buhrmann
European Note Purchaser such amount as may be determined from time to time by
the Cash Manager and the Master Servicer and (ii) in relation to any other
Subordinated Buhrmann European Note Purchaser such amount as may be specified
in the relevant Subordinated Buhrmann European Note Purchaser Accession Letter;


 


Subordinated
Buhrmann European Note Issue Date
means the date of issue of a Buhrmann European Note;


 


Subordinated
Buhrmann European Note Issue Notice means a notice, substantially in the form set out in Schedule 1 to
the European Master Purchaser Funding Deed, issued by the European Master Purchaser
in respect of the proposed issue of a Subordinated Buhrmann European Note;


 


Subordinated
Buhrmann European Note Purchaser
means the Initial Subordinated Buhrmann European Note Purchaser and any other
Subordinated Buhrmann European Note Purchaser, as the context may require;


 


Subordinated
Buhrmann European Noteholder means,
in respect of any Subordinated Buhrmann European Note at any time, any
Subordinated Buhrmann European Note Purchaser or any other person whose name is
entered in the Register as the holder of such Subordinated Buhrmann European
Note;


 


Subscription
Price means (a) in respect of
each Buhrmann
Note, the amount in the relevant Agreed Currency at which such Buhrmann
Note was subscribed, as set out in the Buhrmann Note Issue Notice delivered in
respect of such Buhrmann Note and (b) in respect of each Subordinated Buhrmann
European Note, the amount in the relevant Agreed Currency at which such
Subordinated Buhrmann European Note was subscribed, as set out in the
Subordinated Buhrmann European Note Issue Notice delivered in respect of such
Subordinated Buhrmann European Note;


 


Sub-Servicer means each Initial English Sub-Servicer, each Initial Dutch
Sub-Servicer, each Initial US Sub-Servicer, and each Additional Sub-Servicer;


 


Successor means, with respect to the US Master Purchaser, the trustee in
bankruptcy or other successor in interest of a Member following the event of
bankruptcy, liquidation or consolidation or merger of the Member, in accordance
with the LLC Agreement;


 


Supplement means the pricing supplement issued in relation to each Tranche of
MTNs (substantially in the form of Annex C to the MTN Procedures
Memorandum) as a supplement to the MTN Offering 


 


71

















 


Circular and giving details of that Tranche
and, in relation to any particular Tranche of MTNs, applicable
Supplement means the Supplement applicable to that Tranche;


 


Surplus
Discount means, on any
Calculation Date and in respect of each Receivable denominated in an Agreed
Currency (a Relevant
Receivable):


 





 


where:


 


A                                      is the amount standing to the credit of the Discount Ledger on that
Monthly Settlement Date in respect of that Agreed Currency attributable to or
as provision for the payment in full of the relevant Master Purchaser Senior
Expenses required to be paid or provided for on such Monthly Settlement Date;


 


B                                        is the aggregate of the Face Amounts of all Securitised Receivables
denominated in that Agreed Currency in respect of which the relevant Master
Purchaser received payment from an Obligor during the preceding Calculation
Period; and


 


C                                        is the Face Amount of the Relevant Receivable;


 


Talons means the talons (if any) appertaining to, and exchangeable in
accordance with the provisions therein contained for further Coupons appertaining
to, the definitive MTNs, such talons being in the form or substantially in the
form set out in Part V of the Second Schedule of the MTN Trust Deed or in such
other form as may be agreed between the MTN Issuer, the MTN Agent, the MTN
Trustee and the relevant MTN Dealer(s) and includes any replacements for Talons
issued pursuant to MTN Condition 14;


 


TARGET means Trans-European Automated Real-time Gross settlement Express
Transfer system;


 


TARGET Day means a day on which the TARGET system is open for settlement of
payments in euro;


 


Tax means any and all sales, use, gross receipts, general corporation,
franchise, income, mortgage, profits, withholding, intangibles, property
(tangible and intangible), privilege, license, value added, ad valorem, capital,
severance, production, excise, stamp and other taxes, duties and other similar
governmental charges and assessments imposed by or on behalf of any government
or taxing authority (including interest, fines or penalties thereon and
additions thereto), all present and future income and other taxes, duties,
levies, assessments, imposts, deductions, charges and withholdings whatsoever
together with interest thereon, additions to tax or duty and penalties and
surcharges and fines with respect thereto, if any, and any payments made on or
in respect thereof, and Taxes
and Taxation
shall be construed accordingly;


 


Tax Credit means the refund of Tax or credit against Tax which has been
effectively obtained by the relevant Master Purchaser, the European Receivables
Warehouse Company, the Security Agent or the Jersey Company on its overall net
income by reason of an Additional Payment made (i) by the relevant Originator
to the European Receivables Warehouse Company in accordance with Clause 4.4 of
the English Originator Warranty and Indemnity Deed or Clause 7.4 of the Dutch
Master Receivables Purchase Agreement, (ii) by the European Receivables
Warehouse Company to the European Master Purchaser in accordance with Clause
4.4 of the European Receivables Warehouse Company English Warranty and
Indemnity Deed or Clause 7.4 of the Onward Dutch Master Receivables Purchase
Agreement or (iii) by the relevant Originator to the US Master Purchaser in
accordance with Clause 7.5 of the US Contribution Agreement, in each case in relation
to the relevant Receivable;


 


Term means, (A) in relation to any Jersey Company Overdraft Advance the
term for which such Jersey Company Overdraft Advance is borrowed as specified
in the Jersey Company Notice of Drawdown relating thereto; or (B) in relation
to any Jersey Company Advance under the Jersey Company Liquidity 


 


72

















 


Facility Agreement the term for which such
Jersey Company Advance is borrowed as specified in the relevant Jersey Company
Notice of Drawdown related thereto;


 


Total Available
Jersey
Company Liquidity Commitments means, in relation to the Jersey Company Liquidity Banks, the
aggregate for the time being of their respective Available Jersey Company
Liquidity Commitments in respect of each Agreed Currency;


 


Total Euro
Commitments means the aggregate
of the Jersey Company Liquidity Commitments denominated in euro of the Jersey
Company Liquidity Banks under the Jersey Company Liquidity Facility Agreement
in the initial amount as of the date hereof of euro 55 million or such
other amount as may be agreed from time to time;


 


Total Sterling
Commitments means the aggregate
of the Jersey Company Liquidity Commitments denominated in sterling of the
Jersey Company Liquidity Banks under the Jersey Company Liquidity Facility
Agreement in the initial amount as of the date hereof of £120 million or
such other amount as may be agreed from time to time;


 


Total US Dollar
Commitments means the aggregate of the Jersey Company Liquidity Commitments denominated in US dollars of the Jersey
Company Liquidity Banks under the Jersey Company Liquidity Facility Agreement in the initial
amount as of the date hereof US$125 million or such other amount as may
be agreed from time to time;


 


Tranche means all MTNs which are identical in all respects (including as to
listing);


 


Transaction
Documents means this Deed, the
Jersey Company Documents, the European Master Receivables Purchase Agreements,
the Onward European Master Receivables Purchase Agreements, the US Contribution
Agreement, the English Originator Notice of Intention to Make Offers to Sell,
the English Originator Warranty and Indemnity Deed, the European Receivables
Warehouse Company English Warranty and Indemnity Deed, the English Standard
Terms and Conditions, the US Master Purchaser Funding Agreement, the European
Master Purchaser Funding Deed, the Servicing Agreement, the European
Receivables Warehouse Company Security Documents, the European Master Purchaser
Security Documents, the US Master Purchaser Security Agreement, the Cash
Management Agreement, the English Collection Account Deed, the Dutch Collection
Account Agreements, the US Collection Account Agreement, the US Lock Box and
Assigned Account Agreement, the Eligible US Collection Account Letter of Credit,
the Dutch Collection Claims Pledge Agreements, the European Master Purchaser
Corporate Administration Agreement, the European Receivables Warehouse Company
Corporate Administration Agreement, the MTN Transaction Documents and any other
agreement or document executed pursuant to or in connection with them;


 


Transaction
Parties means the Parent,
Buhrmann US, the Master Servicer, the US Master Purchaser, the European Master
Purchaser, the Dutch Originators, the English Originators, the US Originators,
the European Receivables Warehouse Company, Europcenter, the Security Agent,
the MTN Trustee, the MTN Security Trustee, MTN Agent, the Cash Manager, the
European Master Purchaser Account Bank, the European Receivables Warehouse
Company Account Bank, the MTN Issuer Account Bank, the US Master Purchaser
Account Bank, the Luxembourg MTN Paying Agent, the Jersey Company Liquidity
Agent, the Jersey Company Overdraft Bank, the Jersey Company L/C Bank, the
Jersey Company Cash Administrator, the Jersey Company Account Bank, the Jersey
Company, the CP Issuer, the MTN Issuer, the Jersey Company Security Trustee,
the MTN Issuer Corporate Administrator and the Liquidation Servicer;


 


Transfer means, with respect to the US Master Purchaser, the assignment,
giving, hypothecating, pledging, granting of a security interest in or
otherwise transferring or disposing of any or all of a Member’s interest (or
any interest therein) pursuant to the LLC Agreement;


 


Trust means, in relation to the MTN Issuer, the Silver Funding Charitable
Trust;


 


73

















 


Trust
Corporation means a corporation
entitled by rules made under the Public Note Trustee Act 1906 of Great Britain
or entitled pursuant to any other comparable legislation applicable to a trustee
in any other jurisdiction to carry out the functions of a custodian trustee;


 


Unallocated
Cash Proceeds means, on any
Business Day, the Unallocated Euro Cash Proceeds, the Unallocated Sterling Cash
Proceeds or the Unallocated US Dollar Cash Proceeds, as the context may
require;


 


Unallocated
Euro Cash Proceeds means, on any
Business Day, all moneys standing to the credit of each Dutch Collection
Account that have not been determined by the Master Servicer under Clause 2.2
of each Dutch Collection Account Agreement to constitute proceeds of
Securitised Dutch Receivables or proceeds of Non-Securitised Dutch Receivables;


 


Unallocated
Sterling Cash Proceeds means, on
any Business Day, all moneys standing to the credit of the English
Collection Accounts on such Business Day that have not been determined by the
Master Servicer under Section 3.4 of the English Collection Account Deed to
constitute proceeds of Securitised English Receivables or proceeds of
Non-Securitised English Receivables;


 


Unallocated US Dollar Cash
Proceeds means, on any Business
Day, all moneys standing to the credit of the US Collection Accounts on
such Business Day that have not been determined by the Master Servicer under
Section 2.2 of the US Collection Account Agreement to constitute proceeds of
Securitised US Receivables or proceeds of Non-Securitised US Receivables;


 


Unapplied US
Dollar Cash Proceeds means, on
any Business Day, in respect of US Dollars, the sum, without duplication, of
(x) all moneys standing to the credit of the US Collection Account on such
Business Day that have not been determined by the Master Servicer under Section
2.2 of the US Collection Account Agreement to constitute proceeds of
Securitised US Receivables or proceeds of Non-Securitised US Receivables, and
(y) the amount credited to the US Collection Account on such Business Day;


 


Uniform
Commercial Code means, unless
otherwise specified, the Uniform Commercial Code in effect in the State of New
York;


 


United States means the United States of America (including the States thereof and
the District of Columbia) and, where applicable, its territories, its
possessions and other areas subject to its jurisdiction;


 


US Asset
Liability Test will be satisfied
in respect of US Dollars if:


 


A – C is equal to or greater than B


 


where:


 


A                                      is (i) the US Net Pool Balance plus (ii) any additional cash
contributions made by any member of the US Master Purchaser that have been
transferred to the US Master Purchaser Transaction Account to be used as US
Master Purchaser Available Funds;


 


B                                        is the sum of the Discounted Value of Buhrmann US Notes then
outstanding at the end of such Business Day; and


 


C                                        is the Required Reserve Amount denominated in US Dollars;


 


US Asset Test means (A) the US Net Pool Balance minus (B) the product of (x) the
US Net Pool Balance and (y) the Discount Percentage in respect of US dollars
minus (C) the Required Reserve Amount;


 


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US Average
Default Ratio means the average
of the Default Ratio in respect of US Dollars on the most recent Calculation
Date (or on such Business Day if such Business Day is a Calculation Date) and
the preceding two Calculation Dates;


 


US Average
Delinquency Ratio means the
average of the Delinquency Ratio in respect of US Dollars on the most recent
Calculation Date (or on such Business Day if such Business Day is a Calculation
Date) and the preceding two Calculation Dates;


 


US Average
Dilution Ratio means the average
of the Dilution Ratio in respect of US Dollars on the most recent Calculation
Date (or on such Business Day if such Business Day is a Calculation Date) and
the preceding two Calculation Dates;


 


US Closing Date
means 28 September 2001;


 


US Collection
Account means each of account
No. 232-776-5, No. 232-808-6 and No. 209-708-7, each in the name
of the US Master Purchaser with the US Collection Account Bank;


 


US Collection
Account Agreement means the
collection account agreement dated as of 28 September 2001, as amended and
restated on or before the MTN Closing Date, between the US Master Purchaser,
the Initial US Originators, the Master Servicer, the US Collection Account Bank
and the Security Agent;


 


US Collection
Account Bank means Harris Trust
and Savings Bank and/or such other banks appointed from time to time in
replacement thereof or in addition thereto with the consent of the Security
Agent and the Buhrmann US Note Purchasers and which enter into an agreement on
substantially similar terms as the US Collection Account Agreement;


 


US Collection
Account Protection Notice means
the notice provided for in Section 1 of the US Lock Box and Assigned
Account Agreement;


 


US Contribution
Agreement means the agreement in
respect of US Receivables dated as of 28 September 2001, as amended and
restated on or before the MTN Closing Date, and entered into between the US
Master Purchaser, the Security Agent, the Parent and the Initial US
Originators;


 


US dollars, US Dollars, $ or US$ means the lawful
currency of the United States;


 


US Dollar CP
Funded Liquidity Facility Limit means
an amount equal to the US Dollar Securitisation CP Funded Facility Amount;


 


US Dollar
Securitisation CP Funded Facility means
the facility granted to the US Master Purchaser by the Initial
Buhrmann Note Purchaser in the US Master Purchaser Funding Agreement to enable the US Master
Purchaser to raise funds by issuing Buhrmann US Notes to the Initial Buhrmann
Note Purchaser and for the Initial Buhrmann Note Purchaser to subscribe for
Buhrmann US Notes in accordance with Clause 2 of the US Master Purchaser
Funding Agreement;


 


US Dollar
Securitisation CP Funded Facility Amount means US$125 million (or such greater or lesser amount to which the
US dollar denominated portion of the US Dollar Securitisation CP Funded
Facility may be increased or reduced as a result of the operation of Clause 2.3
of the US Master Purchaser Funding Agreement);


 


US Eligibility
Criteria means the eligibility
criteria set out in Schedule 1 of the US Contribution Agreement in relation to
the US Receivables;


 


US Funding Rate
means, at any time, a rate per
annum equal to (1) the sum of the amounts specified in Clauses (a) through (k)
of the definition of Estimated Fund Costs denominated in US dollars divided by
(2) the aggregate Face Amount of all Securitised US Receivables at such time;


 


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US Lock Box and
Assigned Account Agreement means
the lock box and assigned account agreement dated as of 28 September 2001
between the US Collection Account Bank, the US Master Purchaser, the Master
Servicer and the Security Agent, relating to the lock box accounts identified
on a schedule attached to such agreement;


 


US Master
Purchaser means Buhrmann Silver
US LLC;


 


US Master
Purchaser Account Bank means
Deutsche Bank AG, New York;


 


US  Master
Purchaser Accounts means the US Master Purchaser Transaction
Account, the US Master Purchaser Investment Accounts and the US Master
Purchaser MTN Principal Reserve Account;


 


US Master
Purchaser Available Funds means
in respect of any Business Day:


 


(a)                                  all moneys transferred or otherwise credited to the US Master
Purchaser Transaction Account from the US Collection Account as at the opening
of business on that Business Day;


 


(b)                                 all amounts drawn under any Eligible US Collection Account Letters
of Credit following a Buhrmann Termination Event; and


 


(c)                                  the proceeds of any Buhrmann US Notes issued on that Business Day or
issued on any preceding Business Day and not fully utilised and any additional
cash capital contribution made (or deemed to be made) by any member to the US
Master Purchaser;


 


US Master
Purchaser Collateral has the
meaning specified in Clause 3 of the US Master Purchaser Security
Agreement;


 


US Master
Purchaser Deposit Accounts means
the US Master Purchaser Transaction Account and the US Master Purchaser MTN
Principal Reserve Account;


 


US Master
Purchaser Enforcement Notice means
in respect of the Buhrmann US Notes, a notice served by the Security Agent on the
US Master Purchaser pursuant to Buhrmann US Note Condition 10;


 


US Master
Purchaser Event of Default means
the occurrence of any of the events set out in Buhrmann US Note Condition 10;


 


US Master
Purchaser Funding Agreement means
the agreement dated as of 28 September 2001, as amended and restated on or
before the MTN Closing Date, relating to the issue by the US Master Purchaser
of Buhrmann
US Notes from time to time between the US Master Purchaser, the Buhrmann
US Note Purchasers, the Security Agent, the Master Servicer and the Parent;


 


US Master
Purchaser Guaranteed Obligations has the meaning
specified in Clause 2.2 of the European Master Purchaser Deed of Charge;


 


US Master
Purchaser Indemnities means all
amounts due and payable by the US Master Purchaser from time to time under
Clause 7.1, 7.2, 9.2, 11.1(w) or 13 of the US Master Purchaser Funding
Agreement, Clause 11.1, 11.8 or 11.10 of the Cash Management Agreement,
Clause 2.10, 14.1, 14.2, 14.3 or 14.4 of the US Master Purchaser Security
Agreement, Clause 17.2 or 23 of the Servicing Agreement,  and any other indemnity or similar payments
due and payable by the US Master Purchaser under the Transaction Documents;


 


US Master
Purchaser Investment Accounts means the  US Master
Purchaser Transaction Investment Account and the US Master Purchaser MTN Principal Reserve
Investment Account;


 


US Master
Purchaser MTN Principal Reserve Account means the account of the US Master Purchaser (account number
00-414-967) with the US Master Purchaser Account Bank;


 


US Master
Purchaser MTN Principal Reserve Amount means with respect to any
Accumulation Period and with respect to any MTN denominated in US dollars that
is specified in the applicable Supplement to be redeemable on the related MTN
Expected Maturity Date, and amount equal to a third of the nominal amount of
any such MTN;


 


US Master Purchaser MTN Principal Reserve Investment
Account means the account of the US Master Purchaser (account number 00-631-998)
with the US Master Purchaser Account Bank;


 


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US Master
Purchaser Post-Enforcement Priority of Payments means the order of priorities of payments set out in Clause 8.3
of the US Master Purchaser Security Agreement;


 


US Master
Purchaser Pre-Enforcement Priority of Payments means the order of priorities set out in Clause 7.3 of the US Master
Purchaser Security Agreement;


 


US Master Purchaser Priority of
Payments means
the US Master Purchaser Pre-Enforcement Priority of Payments and/or the US
Master Purchaser Post-Enforcement Priority of Payments, as the context
requires;


 


US Master
Purchaser Secured Obligations means
the aggregate of all moneys and other liabilities for the time being due or
owing by the US Master Purchaser:


 


(a)                                  to the Security Agent, the Liquidation Servicer, any Receiver, any
Manager, the US Master Purchaser Secured Parties and the Buhrmann US Noteholders
under or pursuant to the US Master Purchaser Security Agreement and the
Buhrmann US Notes;


 


(b)                                 to the Cash Manager (in its capacity as cash manager for the US
Master Purchaser) under the Cash Management Agreement; and


 


(c)                                   to any Buhrmann US Note Purchaser under the US Master Purchaser
Funding Agreement and the US Master Purchaser Security Agreement;


 


US Master
Purchaser Secured Parties means
each of:


 


(a)                                  the Security Agent;


 


(b)                                 the Cash Manager (in its capacity as cash manager for the US Master
Purchaser);


 


(c)                                  the Buhrmann US Noteholders;


 


(d)                                 each Buhrmann US Note Purchaser;


 


(e)                                  with respect to the obligations of the US Master Purchaser under
Clause 2 of the US Master Purchaser Security Agreement, the European
Master Purchaser Secured Creditors (other than the Subordinated Buhrmann
European Note Purchasers and the Subordinated Buhrmann European Noteholders);


 


(f)                                    the Liquidation Servicer; and


 


(g)                                  such other persons who may from time to time be acceded as a
beneficiary of the US Master Purchaser Security Agreement;


 


US Master
Purchaser Security Agreement means
the guarantee and security agreement dated as of 28 September 2001, as amended
and restated on or before the MTN Closing Date, between the US Master
Purchaser, the Buhrmann US Note Purchasers, the Master Servicer, the Cash
Manager, the US Master Purchaser Account Bank and the Security Agent;


 


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US Master
Purchaser Senior Expenses means
the amounts set out in paragraphs (a) to (d) of the US Master Purchaser
Pre-Enforcement Priority of Payments;


 


US Master
Purchaser Transaction Account means
the account of the US Master Purchaser (account number 00-415-003) with
the US Master Purchaser Account Bank;


 


US Master
Purchaser Transaction Investment Account means the account of the US Master Purchaser (account
number 00-631-916) with the US Master Purchaser Account Bank;


 


US Net Pool
Balance means, at any time, an
amount equal to:


 


A-B-C-D-E


 


where:


 


A                                      is the aggregate of the Face Amounts of all Securitised US
Receivables that are Eligible US Receivables at such time;


 


B                                        is the amount of Excess Concentrations at such time;


 


C                                        is the sum of Unapplied US Dollar Cash Proceeds and the aggregate
amount of Dilutions at such time;


 


D                                       is, the product of (a) the highest of the Discount Dilution Monthly
Accruals in US Dollars as at the twelve previous Calculation Dates and (b) 110
per cent.; and


 


E                                         is, in the case of US Dollars the sum of (i) the Rebate Dilutions on
that Business Day and (ii) the product of (a) the product of the highest of the
Average Rebate Dilution Monthly Accruals as at the twelve previous Calculation
Dates and 110 per cent. and (b) the Loss Horizon;


 


US Originators means
the Initial US Originator and any Additional US Originators from time to time;


 


US Receivable means a US dollar denominated Receivable in respect of a contract
entered into between a US Originator and an Obligor;


 


US Registrar means, in respect of the Buhrmann US Notes, the US Master Purchaser
or any successor thereto appointed in accordance with Clause 19 of the
Servicing Agreement and in accordance with the Buhrmann US Note Conditions;


 


US
Securitisation Availability Period means the US Securitisation CP Availability Period and/or, the US
Securitisation MTN Availability Period, as the context requires;


 


US
Securitisation CP Availability Period means the period from and including the US Closing Date to, but
excluding, the earlier of (i) the Jersey Company Liquidity Termination Date,
(ii) the occurrence of an Early US Amortisation Event, (iii) the occurrence of
a US Master Purchaser Event of Default (which, if capable of remedy, remains
unremedied) and (iv) the occurrence of a Buhrmann Termination Event;


 


US
Securitisation Facility means the
committed note issuance facility granted to the US Master Purchaser to enable
the US Master Purchaser to raise funds by issuing Buhrmann US Notes to one or
more Buhrmann US Note Purchasers;


 


US
Securitisation MTN Availability Period means the period from and including the MTN Closing Date to, but excluding,
the earlier of (i) the occurrence of an Early US Amortisation Event, (ii) the
occurrence of a US Master Purchaser Event of Default (which, if capable of
remedy, remains unremedied) and (iii) the occurrence of a Buhrmann Termination
Event;


 


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US Stop Funding
Event means the occurrence of any
of the following on any Business Day:


 


(a)                                  the US Master Purchaser has insufficient availability under the US
Securitisation Facility to pay the Initial Purchase Price in respect of any US
Receivable;


 


(b)                                 a Buhrmann Termination Event has occurred;


 


(c)                                  on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the US Average Default Ratio
exceeds 9 per cent.;


 


(d)                                 on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the US Average Delinquency
Ratio exceeds 10 per cent.;


 


(e)                                  on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the US Average Dilution Ratio
exceeds 11 per cent.;


 


(f)                                    on the immediately preceding Calculation Date (or on such Business
Day if such Business Day is a Calculation Date) the Average US Days Sales
Outstanding exceeds 100 days;


 


(g)                                 the Maximum Right of Set-Off Limit is or would be exceeded on that
Business Day;


 


(h)                                 the Security Agent certifies that any change in any relevant
applicable law or regulation has impaired the ability of the Security Agent to
enforce its rights under, or to perfect any material part of the security
created by, the US Master Purchaser Security Agreement;


 


(i)                                     the Master Servicer’s Daily Report in respect of the immediately
preceding Business Day has not been received by the Cash Manager on that
Business Day;


 


(j)                                     after giving effect to the issue of Buhrmann US Notes to be issued
on such Business Day and the application by the US Master Purchaser of the
proceeds thereof, the US Asset Liability Test would not be satisfied; or


 


(k)                                  on the immediately preceding Monthly Determination Date (or on such
Business Day if such Business Day is a Monthly Determination Date) the undrawn
portion of the MTN Issuer US Dollar Liquidity Facility Limit is less than 3.5
times the Estimated Funding Costs of the MTN Issuer denominated in US Dollars
on that Monthly Determination Date,


 


provided that for these purposes Cross
Currency Notes will be deemed to be denominated in the Agreed Currency in which
the Buhrmann Notes purchased with the proceeds thereof are denominated;


 


US Sub-Servicer
means any of the Initial US
Sub-Servicers and any Additional Sub-Servicer that accedes to all of the
Transaction Documents to which the Initial US Sub-Servicers are party;


 


Utilised
Commitments means, at any time,
the aggregate at such time of all outstanding Jersey Company Advances made by
one or more of the Jersey Company Liquidity Banks under the Jersey Company
Liquidity Facility Agreement;


 


Value Date means (a) with respect to a Jersey Company Forward Contract, the
business day specified in the Confirmation for delivery of the Currency being
bought or sold; provided, however, that for the purposes of settlement, the
business day so specified shall fall one or more business days after the Jersey
Company Foreign Exchange Transaction Date and (b) with respect to a Jersey
Company, the business day one business days after the day on which the parties
enter into such Jersey Company pursuant to the Jersey Company Foreign Exchange
Agreement;


 


Withdrawal
Liability means liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA; and


 


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Written-off
Receivable means a Securitised Receivable (other than a Securitised US Receivable)
in respect of which all or part of its Face Amount remains unpaid for more than
90 days past its Due Date.


 


2.2                                 Any reference in any Transaction Document to:


 


administration, bankruptcy,
liquidation, dissolution, receivership or winding-up of a
person shall be construed so as to include any equivalent or analogous
proceedings under the laws of the jurisdiction in which such person is
incorporated (or, if not a company or corporation, domiciled) or any
jurisdiction in which such person has its principal place of business;


 


an affiliate of any company or corporation means, in
relation to any person, a subsidiary of that person, a holding company of that
person or any other subsidiary of that holding company;


 


agreed form means, in relation to any documents, the draft of the document which
has been agreed between the relevant parties thereto and initialled on their
behalf for the purpose of identification;


 


Clause, Recital, Appendix or Schedule in any
Transaction Document is, subject to any contrary indication, a reference to a
Clause of, or a recital or appendix or schedule to, the relevant Transaction
Document;


 


holding company means, in relation to a company or corporation, any other company
or corporation in respect of which it is a subsidiary;


 


indebtedness shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;


 


a person shall be construed as being insolvent if such
person goes into administration, bankruptcy, liquidation, dissolution,
receivership or winding-up or such person is unable to pay its debts as they
fall due or such person’s liabilities exceed its assets;


 


month is a reference to a period starting on
one day in a calendar month and ending on the numerically corresponding day in
the next calendar month save that, where any such period would otherwise end on
a day which is not a Business Day, it shall end on the next Business Day,
unless that day falls in the calendar month succeeding that in which it would
otherwise have ended, in which case it shall end on the preceding Business Day;
provided that, if a period starts on the last Business Day in a calendar month
or if there is no numerically corresponding day in the month in which that
period ends, that period shall end on the last Business Day in that later month
(and references to months
shall be construed accordingly);


 


person or Person
means, in respect of the LLC Agreement, any individual, partnership, limited
liability company, corporation, trustee, statutory business, trust or other
legal entity, including any nation or state or any government, agency or
instrumentality thereof or therein, and in all other cases shall be construed
as a reference to any individual, firm, company, corporation, government, state
or agency of a state or any association or partnership, limited liability
company, trustee or statutory business trust (whether or not having separate legal
personality) of two or more of the foregoing;


 


stamp duty shall be construed as a reference to any stamp, registration or
other documentary Tax or other similar Taxes or duties (including, without
limitation, any penalty or interest payable in connection with any failure to
pay or any delay in paying out any of the same);


 


a subsidiary of a company or corporation shall be construed as a reference to any
company or corporation (a) which is controlled, directly or indirectly, by the
first-mentioned company or corporation; or (b) more than half the issued share
capital of which is beneficially owned, directly or indirectly, by the first
mentioned company or corporation; or (c) which is a subsidiary of another
subsidiary of the first-mentioned company or corporation and for these purposes
a company or corporation shall be treated as being controlled by another if
that other company or corporation is able to direct its affairs and/or to
control the composition of its board of directors or equivalent body; and


 


80

















 


Value Added Tax and VAT
shall be construed as a reference to value added tax under the laws of any
jurisdiction.


 


2.3                                 The headings in any Transaction Document shall not affect its
interpretation.  References to Clauses,
Schedules and Articles in any Transaction Document shall, unless its context
otherwise requires, be construed as references to the Clauses of, Schedules to,
and Articles of such document.


 


2.4                                 Unless the context otherwise requires, words denoting the singular
number only shall include the plural number also and vice versa, words denoting
one gender only shall include the other genders and words denoting persons only
shall include firms, corporations and other organised entities, whether separate
legal entities or otherwise, and vice versa.


 


2.5                                 Unless the context otherwise requires, any reference in any
Transaction Document to:


 


(a)                                  any agreement or other document shall be construed as a reference to
the relevant agreement or document as the same may have been, or may from time
to time be, replaced, extended, amended, varied, novated, supplemented or superseded;


 


(b)                                 any statutory provision or legislative enactment shall be deemed
also to refer to any re-enactment, modification or replacement thereof and any
statutory instrument, order or regulation made thereunder or under any such
re-enactment;


 


(c)                                  any party to a Transaction Document shall include references to its
successors, permitted assigns and any person deriving title under or through
it; references to the address of any person shall, where relevant, be deemed to
be a reference to its address as current from time to time; and


 


(d)                                 a person shallinclude a reference to an individual, a partnership, a
corporation, a business trust, a joint stock company, a trust, an
unincorporated association, a joint venture, a governmental authority and any
other entity of whatever nature, as the context requires.


 


2.6                                 Unless expressly agreed otherwise, interest rates and discount
factors refer to a calculation in arrear on the basis of (a) actual days
elapsed and 365 days per annum in respect of any calculation of an amount
denominated in sterling, (b) actual days elapsed and 360 days per annum in
respect of any calculation of an amount denominated in euros and (c) a year
divided into twelve months of 30 days each in respect of any calculation of an
amount denominated in US dollars.


 


2.7                                 It is understood and agreed by the parties hereto that there will
not be any Securitised Receivables denominated in US dollars other than the
Securitised US Receivables.  If for any
reason there are any Securitised Receivables denominated in US dollars that are
not Securitised US Receivables, such Securitised Receivables shall be
disregarded for all purposes hereunder (including for purposes of any
calculations made hereunder).


 


AGREEMENT


 


3.                                       The parties hereto acknowledge that the provisions contained in
Clauses 4 to 17 (inclusive) shall, except where the context otherwise requires
and save where there is an express provision to the contrary, have effect with
regard to and apply in respect of, each Transaction Document (as the same shall
be amended, varied or supplemented from time to time in accordance with the
terms thereof) as though the same were set out therein in full mutatis
mutandis.


 


Additional Originators


 


4.1                                 A member of the Buhrmann Group shall be entitled to become an
Additional Originator and/or an Additional Sub-Servicer if:


 


(a)                                  its country of incorporation is an Eligible Originator Country;


 


81

















 


(b)                                 each of the Security Agent and each relevant Buhrmann Note Purchaser
confirms that:


 


(i)                                     it has received all the documents and/or evidence set out in
Schedule 2 to the European Master Purchaser Funding Deed or the US Master
Purchaser Funding Agreement, as the case may be, in form and substance
satisfactory to it;


 


(ii)                                  in relation to a company wishing to become an Additional Dutch
Originator, an Additional English Originator or an Additional US Originator,
the relevant company has executed an Originator Accession Agreement in a form
set out in the Appendix to this Deed;


 


(iii)                               in relation to a company wishing to become an Additional
Jurisdiction Originator, the relevant company has executed a Further European
Master Receivables Purchase Agreement, has acceded to the Servicing Agreement
and provided security in respect of its collection account in form and content
satisfactory to the Security Agent and which satisfies the Rating Condition;


 


(iv)                              the European Receivables Warehouse Company has executed an Onward
Further European Master Receivables Purchase Agreement and entered into a
European Receivables Warehouse Company Further Security Agreement;


 


(v)                                 the Rating Condition is satisfied; and


 


(vi)                              in the case of an Additional US Originator, such Additional US
Originator has become a member of the US Master Purchaser in accordance with
Section 9.6 of the LLC Agreement.


 


4.2                                 Delivery of an Originator Accession Agreement and/or entry into the
relevant Transaction Documents constitutes confirmation by the relevant company
in respect of which it is delivered that the representations and warranties
referred to in Schedule 5 (Representations and Warranties) to the European
Master Purchaser Funding Deed or Schedule 4 to the US Master Purchaser Funding
Agreement, as the case may be, to be made by that company on the date of the
Originator Accession Agreement  are
correct, as if made by it with reference to the facts and circumstances then
existing.


 


JURISDICTION


 


Submission
to Jurisdiction


 


5.1                                 Subject to Clauses 5.3 and 5.6, each party agrees that the
courts of England (except if otherwise set out in any of the Transaction
Documents) shall have exclusive jurisdiction to settle any dispute (including,
without limitation, claims for set-off and counterclaim) which may arise in
connection with the creation, validity, effect, interpretation or performance
of, or the legal relationships established by the Transaction Documents or
otherwise arising in connection with the same and for such purposes irrevocably
submit to the jurisdiction of the courts of England.


 


5.2                                 Without prejudice to any other mode of service:


 


(a)                                  unless expressly otherwise agreed in any of the Transaction
Documents:


 


(i)                                     each of the Buhrmann Dutch Originators, the European Master
Purchaser, the European Receivables Warehouse Company, the US Master Purchaser,
the Master Servicer and the Parent appoint the following as their respective
agent for service of process relating to any proceedings before the courts of
England pursuant to Clause 5.1 and agrees to maintain the process agent in
England notified to the Security Agent:


 


82

















 


The M6 Paper Group Limited 

Motorway House

Charter Way

Hurdsfield

Macclesfield 

Cheshire 

SG10 2NY


 


(ii)                                  the Initial Buhrmann Note Purchaser, the MTN Issuer and Deutsche
Bank AG agree to accept service of process at the London Branch of Deutsche
Bank AG (attention Legal Department from time to time);


 


(b)                                 each party agrees that any failure by a process agent to notify any
party of the process shall not invalidate the proceedings concerned;


 


(c)                                  each party consents to the service of process relating to any such
proceedings by prepaid posting of a copy of the process to its address for
service of process for the time being applying under this Deed.


 


5.3                                 It is expressly agreed and acknowledged that the provisions of
Clauses 5.1 and 5.2 shall not apply in respect of the following Transaction
Documents:


 


(a)                                  each Dutch Collection Account Agreement;


 


(b)                                 each European Receivables Warehouse Company Dutch Collection Claims
Pledge Agreements;


 


(c)                                  the European Receivables Warehouse Company Dutch Law Pledge
Agreement;


 


(d)                                 the European Master Purchaser Dutch Law Pledge Agreement;


 


(e)                                  each Power of Attorney executed by a Dutch Originator;


 


(f)                                    each Power of Attorney executed by the European Receivables
Warehouse Company pursuant to the Onward Dutch Master Receivables Purchase
Agreement;


 


(g)                                 the European Master Purchaser German Law Pledge Agreement;


 


(h)                                 the European Receivables Warehouse Company German Law Pledge
Agreement;


 


(i)                                     the CP Commissioning Agreements;


 


(j)                                     the Jersey Company Liquidity Facility Agreement;


 


(k)                                  the Jersey Company Overdraft Facility Agreement;


 


(l)                                     the Jersey Company Cash Administration Agreement;


 


(m)                               the Jersey Company Operating Account Security Assignment Agreement;


 


(n)                                 the Jersey Company Foreign Exchange Agreement;


 


(o)                                 the Jersey Company Standby Letter of Credit Accession Notice;


 


(p)                                 the Dutch Master Receivables Purchase Agreement;


 


(q)                                 the Onward Dutch Master Receivables Purchase Agreement;


 


83

















 


(r)                                    the US Contribution Agreement;


 


(s)                                  the US Master Purchaser Funding Agreement;


 


(t)                                    the US Master Purchaser Security Agreement;


 


(u)                                 the US Collection Account Agreement;


 


(v)                                 the US Lock Box and Assigned Account Agreement;


 


(w)                               the MTN Issuer Dutch Law Pledge Agreement;


 


(x)                                   the MTN Issuer German Law Pledge Agreement;


 


(y)                                 the MTN Issuer US Security Agreement; and


 


(z)                                   the MTN Issuer Administration Agreements.


 


5.4                                 Agent for service of process: Each party shall at all times maintain an agent for service of
process and any other documents in proceedings in Luxembourg, Germany, The
Netherlands, Jersey, and New York or any other proceedings in connection with
this Deed.  Such agent for service for
each jurisdiction to be notified to the Security Agent within 30 days after
such party becomes a party to this Deed:


 


Each party irrevocably undertakes not to
revoke the authority of such agents, except where any such agent refuses to act
as agent for any party, ceases to exist or it or any of its directors, partners
or officers is convicted of a crime of dishonesty in which circumstances a
party may revoke the authority of its agent and appoint another person in that
jurisdiction as its agent (provided that such person is willing to act as its
agent) in which circumstances the party shall provide written notice to all
other parties of its new agent’s identity and address together with evidence of
their willingness to act.


 


5.5                                 Forum Conveniens and enforcement abroad: Each party:


 


(a)                                  waives any objection to the choice of or submission to the English
courts on the grounds of inconvenient forum or otherwise as regards proceedings
in connection with any Transaction Documents; and


 


(b)                                 agrees that a judgment, declaration or order (whether interim or
final) of an English court in connection with any Transaction Documents is
conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.


 


5.6                                 Non-exclusivity: Nothing in this Clause 5 limits the right of a party to bring
proceedings against the relevant party in connection with any Transaction
Documents:


 


(a)                                  in any other court of competent jurisdiction; or


 


(b)                                 concurrently in more than one jurisdiction.


 


FURTHER ASSURANCES


 


6.1                                 Each of the parties agrees to perform (or procure the performance
of) all further acts and things, and execute and deliver (or procure the
execution and delivery of) such further documents, as may be required by law or
as may be necessary or desirable to implement and/or give effect to each
Transaction Document and the transactions contemplated thereby.


 


6.2                                 In addition, each member of the Buhrmann Group which is a party to
this Deed agrees that it, any of its subsidiaries and its employees or
directors will cooperate in all respects with the other parties


 


84

















 


hereto, and shall, in a timely manner,
execute such further agreements, instruments, declarations, consents and other
documents, provide such further information in relation to any member of the
Buhrmann Group and/or the business and/or its operations, and take such further
actions as the other parties may from time to time reasonably request in connection
with:


 


(a)                                  the accession of any further Buhrmann European Note Purchaser to the
European Master Purchaser Funding Deed or any further Buhrmann US Note
Purchaser to the US Master Purchaser Funding Agreement and any course of action
incidental thereto, including, without limitation, any action required in
connection with the issue of any securities by any further Buhrmann Note
Purchaser to fund the purchase from time to time of Buhrmann Notes and any
action required in connection with the rating, listing or marketing of such
securities;


 


(b)                                 the application by the European Receivables Warehouse Company for a
Luxembourg tax ruling;


 


(c)                                  the application by the European Master Purchaser for a Dutch tax
ruling;


 


(d)                                 the accession of any Additional Jurisdiction Originator and/or
Additional Sub-Servicer; and


 


(e)                                  any amendments to the Transaction Documents, or the entering into of
any additional Transaction Documents, in each case which are thought necessary
or desirable by any of the other parties hereto in order to correct any
manifest error in any of the Transaction Documents, to reflect accurately the
commercial intentions of the parties as at the European Closing Date, the US
Closing Date or the MTN Closing Date, as the case may be, or to remedy any defects
in the Transaction Documents which become apparent as a result of the
performance by the parties thereto of their obligations thereunder, including
without limitation as a result of the operation of the computer systems of the
European Receivables Warehouse Company, the European Master Purchaser, the US
Master Purchaser and/or the Master Servicer.


 


NOTICES


 


7.1                                 Any notice to be given by one party to any other party under, or in
connection with, any Transaction Document shall be in writing and signed by or
on behalf of the party giving it.  Any
such notice shall be served by sending it by fax to the number set out in
Clause 7.2, or delivering it by hand, or sending it by pre-paid recorded
delivery or registered post, to the address set out in Clause 7.2 and in each
case marked for the attention of the relevant party (or as otherwise notified
from time to time in accordance with the provisions of this Clause 7.1).  Any notice so served by hand, fax or post
shall be deemed to have been duly given:


 


(a)                                  in the case of delivery by hand, when delivered;


 


(b)                                 in the case of fax, at the time of transmission;


 


(c)                                  in the case of pre-paid recorded delivery or registered post, at
10.00 a.m. on the second Business Day following the date of posting,


 


provided that in each case where delivery by
hand or fax occurs after 6.00 p.m. on a Business Day or on a day which is not a
Business Day, service shall be deemed to occur at 9.00 a.m. on the next
following Business Day.


 


References to time in this Clause are to
local time in the country of the addressee.


 


All notices shall be copied to the Security
Agent, the Master Servicer and the Rating Agencies.


 


7.2                                 The addresses and fax numbers of the parties for the purpose of
Clause 7.1 are as follows:


 


85

















 


	
  Buhrmann N.V.

  	
   

  	
  Address:

  	
   

  	
  Hoogoorddreef 62

  1101 BE Amsterdam 

  P.O. Box 23456 

  1100 DZ Amsterdam 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 31 20 651 10 17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr C. Bangma

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann US Inc.

  	
   

  	
  Address:

  	
   

  	
  C/o Hoogoorddreef 62 

  1101 BE Amsterdam 

  P.O. Box 23456 

  1100 DZ Amsterdam 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  + 31 20 651 10 17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr C. Bangma

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann Silver US LLC

  	
   

  	
  Address:

  	
   

  	
  1 Environmental Way 

  Broomfield, CO  80021-3416

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 31 20 651 10 17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr C. Bangma

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann Stafdiensten B.V.

  	
   

  	
  Address:

  	
   

  	
  Hoogoorddreef 62 

  1101 BE Amsterdam Zuidoost 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 31 20 651 10 17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr C. Bangma

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann Silver S.A.

  	
   

  	
  Address:

  	
   

  	
  398 Route D’Esch 

  L-1471 Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +352 49 48 48 2900

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr. G. Becquer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Bodemstraat 11, bus 1 

  3830 Wellen 

  Belgium

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +32 11 37 60 44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr F. Maurissen

  



 


86

















 


	
  Bührmann-Ubbens B.V.

  	
   

  	
  Address:

  	
   

  	
  Pollaan 1 

  7202 BV Zutphen 

  PO Box 33 

  7200 AA Zutphen 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +31 20 569 0099

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Ms M. van Goor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buhrmann Europcenter N.V.

  	
   

  	
  Address:

  	
   

  	
  Bodemstraat 11, bus 1 

  3830 Wellen 

  Belgium

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +32 11 37 6044

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr F Maurissen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proost en Brandt B.V.

  	
   

  	
  Address:

  	
   

  	
  Stammerkamp 1 

  1112 VE Diemen 

  PO Box 5 

  1110 AA Diemen 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +31 20 569 0099

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr M van Dijk

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert Horne Group plc

  	
   

  	
  Address:

  	
   

  	
  Huntsman House 

  Mansion Close 

  Moulton Park 

  Northampton 

  NN3 6LA 

  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +44 1604 4919 09

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr T Balkham

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Howard Smith Paper Group Limited

  	
   

  	
  Address:

  	
   

  	
  Sovereign House 

  Rhosili Road 

  Brackmills 

  Northampton 

  NN4 7JE 

  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +44 1604 44 3579

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr D Murphy

  



 


87

















 


	
  The M6 Paper Group Limited

  	
   

  	
  Address:

  	
   

  	
  Motorway House 

  Charter Way 

  Hurdsfield Industrial Estate 

  Macclesfield 

  Cheshire 

  SK10 2NY 

  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +44 1625 6180 17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr G E Boon

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express Office Products, Inc.

  	
   

  	
  Address:

  	
   

  	
  1 Environmental Way 

  Broomfield, Colorado 

  80021-3416 

  United States

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  303-664-3604

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  John T. Skinner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Express of Texas, Inc.

  	
   

  	
  Address:

  	
   

  	
  1 Environmental Way 

  Broomfield, Colorado 

  80021-3416 

  United States

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  303-664-3604

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  John T. Skinner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silver Securitisation B.V.

  	
   

  	
  Address:

  	
   

  	
  Herengracht 450 

  1017 CA Amsterdam 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +31 20 620 8389

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Trustee Company Limited

  	
   

  	
  Address:

  	
   

  	
  Winchester House 

  1 Great Winchester Street 

  London 

  EC2N 2DB

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  44 20 7547 6732

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  The Managing Director

  



 


88

















 


	
  Deutsche Bank Aktiengesellschaft

  	
   

  	
  Address:

  	
   

  	
  Taunusanlage 12 

  60325 Frankfurt am Main 

  Germany

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 49 69 9103 9754

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex:

  	
   

  	
  411177

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Global Markets-European 

  Securitisation Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG London

  	
   

  	
  Address:

  	
   

  	
  Winchester House 

  1 Great Winchester Street, 

  London

  EC2N 2DB

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  44 20 7547 5782

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Structured Products Group Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG Amsterdam

  	
   

  	
  Address:

  	
   

  	
  Herengracht 450 

  1017 CA Amsterdam 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  31 20 620 8389

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex:

  	
   

  	
  12029

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Susanne Baltes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank Luxembourg S.A.

  	
   

  	
  Address:

  	
   

  	
  2 Boulevard Konrad 
 Adenauer  
L-115
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  0352 47 31 36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Adriano Vinciotti

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG New York

  	
   

  	
  Address:

  	
   

  	
  31 West 52nd Street,  

  New York,  

  New York 10019

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  212-469-7210

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Global Asset Securitization, New York

  



 


89

















 


	
  Rheingold No.11 Limited

  	
   

  	
  Address:

  	
   

  	
  Whiteley Chambers 

  Don Street 

  St. Helier 

  Jersey 

  Channel Islands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 44 1534 735328

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex:

  	
   

  	
  4192144

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Richard Thomas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silver Funding Limited

  	
   

  	
  Address:

  	
   

  	
  Whiteley Chambers 

  Don Street 

  St. Helier 

  Jersey 

  Channel Islands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 44 1534 735328

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex:

  	
   

  	
  4192144

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Richard Thomas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rheingold Securitisation Limited

  	
   

  	
  Address:

  	
   

  	
  Whiteley Chambers 

  Don Street 

  St. Helier 

  Jersey 

  Channel Islands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 44 1534 735328

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex:

  	
   

  	
  4192144

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Richard Thomas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche International Corporate Services Limited

  	
   

  	
  Address:

  	
   

  	
  P.O. Box 727 

  St. Paul’s Gate 

  New Street 

  St. Helier 

  Jersey JE4 8ZB 

  Channel Islands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 44 1534 889884

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telex:

  	
   

  	
  4192007 MG JAY G

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mark Rumbold

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche International Trust Company N.V.

  	
   

  	
  Address:

  	
   

  	
  Herengracht 450 

  1017 CA, Amsterdam 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  31 20 620 8389

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Jan Rouppe-Van-der-Voort

  



 


90

















 


	
  Barclays Bank PLC

  	
   

  	
  Address: 
  

  	
   

  	
  Barclays Bank PLC 

  PO Box 544 

  54 Lombard Street 

  London EC3V 9EX 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:  

  	
   

  	
  Tom Russell

  

  (International Corporate Team)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  + 44 20 7699 2180

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Postbank N.V.

  	
   

  	
  Address:

  	
   

  	
  De Amsterdamse Poort 

  Locatie code HG 02.02 

  P.O. Box 1800 

  1000 BV Amsterdam ZO 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +31 20 652 20 30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  M F Boumans

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis Bank Nederland

  	
   

  	
  Address:

  	
   

  	
  Montagne de Parc 3 

  B-1000 Brussels 

  Belgium

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +00 32 1 518 40 27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr N Keppens

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN Amro Bank N.V.

  	
   

  	
  Address:

  	
   

  	
  Global Clients Amsterdam 

  Gustav Mahlerlaan 10 

  Postbus 90 

  1000 AB Amsterdam 

  The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  +31 20 628 77 55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
  Mr F.L.D. Nivard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harris Bank and Trust Company

  	
   

  	
  Address:

  	
   

  	
  111 West Monroe Street 

  Chicago, IL  60690 

  United States

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the attention of:

  	
   

  	
   

  



 


A party may notify any of the other parties
to any of the Transaction Documents including without limitation the Dutch
Collection Account Banks of a change to its name, relevant addressee, address
or fax number for the purposes of this Clause 7.2, provided that such notice
shall only be effective on:


 


(a)                                  the date specified in the notice as the date on which the change is
to take place; or


 


91

















 


(b)                                 if no date is specified or the date specified is less than five
Business Days after the date on which notice is given, the date following five
Business Days after notice of any change has been given.


 


Waivers; Remedies Cumulative


 


8.1                                 No failure or delay by any party hereto in exercising any right,
power or privilege under this Deed or any Transaction Document to which it is a
party or available at law shall impair such right, power or remedy or operate
as a waiver thereof.  The single or
partial exercise of any right, power or remedy under this Deed or any
Transaction Document to which it is a party or at law shall not preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy under this Deed or any Transaction Document to which it is a party or at
law.


 


8.2                                 The rights of any party to any Transaction Document shall not be
capable of being waived otherwise than by an express waiver in writing.


 


8.3                                 The rights, powers and remedies provided in this Deed and any
Transaction Document to which it is a party are cumulative and may be exercised
as often as they are considered appropriate and are in addition to any rights
and remedies provided by law.


 


Modification and Waiver


 


9.                                       No amendment, modification or variation of any or all of the
Transaction Documents shall be effective unless it is in writing and signed by
or on behalf of each of the parties to the relevant Transaction Document to be
so modified or varied.


 


Entire
Agreement


 


10.                                 Each and every Transaction Document sets out the entire agreement
and understanding between the parties in respect of the subject matter of the
agreements contained therein.  It is
agreed that:


 


(a)                                  no party has entered into any Transaction Document in reliance upon
any representation, warranty or undertaking of any other party which is not
expressly set out or referred to in any such Transaction Document;


 


(b)                                 except for breach of an express representation or warranty under any
Transaction Document no party shall have any claim or remedy under any of the
Transaction Documents in respect of misrepresentation (whether negligent or
otherwise, and whether made prior to or at the time of execution of the
Transaction Documents) or untrue statement made by any other party;


 


(c)                                  this Clause shall not exclude any liability for fraudulent
misrepresentation.


 


Limited Recourse and Non Petition


 


11.1                           Limited Recourse:  Notwithstanding any other
provision of this Deed and the other Transaction Documents, each Transaction
Party agrees and acknowledges with the European Master Purchaser, the US Master
Purchaser, the European Receivables Warehouse Company and the MTN Issuer that,
save as otherwise provided for in any Transaction Document:


 


(a)                                  it will only have recourse in respect of any amount, claim or
obligation due or owing to it by the US Master Purchaser, the European
Receivables Warehouse Company and the MTN Issuer, as referred to in Clauses 7.3
and 8.3 of the US Master Purchaser Guarantee and Security Agreement, Clauses
7.3 and 8.3 of the European Master Purchaser Deed of Charge, Clauses 7.3 and
8.3 of the European Receivables Warehouse Company Deed of Charge and Clauses
7.2, 7.3, 8.3 and 8.4 of the MTN Issuer Deed of Charge (the Claims) only to the
extent of available funds pursuant to Clauses 7.3 and 8.3 of the US Master
Purchaser


 


92

















 


Guarantee and Security Agreement, Clauses 7.3
and 8.3 of the European Master Purchaser Deed of Charge, Clauses 7.3 and 8.3 of
the European Receivables Warehouse Company Deed of Charge and Clauses 7.2, 7.3,
8.3 and 8.4 of the MTN Issuer Deed of Charge, as applicable and subject to the
provisos in such Clauses, which shall be applied by the Security Agent and the
MTN Security Trustee, as the case may be, subject to and in accordance with the
terms thereof and after all other prior ranking claims in respect thereof have been
satisfied and discharged in full;


 


(b)                                 following the application of funds following enforcement of the
security interests created under the US Master Purchaser Guarantee and Security
Agreement, the European Master Purchaser Deed of Charge, the European
Receivables Warehouse Company Deed of Charge and the MTN Issuer Deed of Charge,
as applicable, subject to and in accordance with Clause 8.3 of the US Master
Purchaser Guarantee and Security Agreement, Clause 8.3 of the European Master
Purchaser Deed of Charge, Clauses 8.3 of the European Receivables Warehouse
Company Deed of Charge and Clauses 8.3 and 8.4 of the MTN Issuer Deed of
Charge, the European Master Purchaser, the US Master Purchaser, the European
Receivables Warehouse Company and the MTN Issuer will have no assets available
for payment of their obligations under this Deed, the US Master Purchaser
Guarantee and Security Agreement, the European Master Purchaser Deed of Charge,
the European Receivables Warehouse Company Deed of Charge and the MTN Issuer
Deed of Charge and the other Transaction Documents other than as provided for
pursuant to the US Master Purchaser Guarantee and Security Agreement, the
European Master Purchaser Deed of Charge, the European Receivables Warehouse
Company Deed of Charge and the MTN Issuer Deed of Charge, as applicable, and
that their respective Claims will accordingly be extinguished to the extent of
any shortfall; and


 


(c)                                  the respective obligations of the European Master Purchaser, the US
Master Purchaser, the European Receivables Warehouse Company and the MTN Issuer
under this Deed, the US Master Purchaser Guarantee and Security Agreement, the
European Master Purchaser Deed of Charge, the European Receivables Warehouse
Company Deed of Charge and the MTN Issuer Deed and the other Transaction
Documents will not be obligations or responsibilities of, or guaranteed by, any
other person or entity.


 


11.2                           Non Petition:  each Transaction Party (acting in any
capacity whatsoever) hereby agrees and acknowledges with the European Master
Purchaser, the US Master Purchaser, the European Receivables Warehouse Company,
the MTN Issuer, the MTN Security Trustee and the Security Agent that it shall
not:


 


(a)                                  take any corporate action or other steps or legal proceedings for
the winding-up, dissolution or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee, liquidator,
sequestrator or similar officer of the European Master Purchaser, the European
Receivables Warehouse Company, the US Master Purchaser and the MTN Issuer, as
applicable or of their revenues and assets (other than as permitted by the US
Master Purchaser Guarantee and Security Agreement, the European Master
Purchaser Deed of Charge, the European Receivables Warehouse Company Deed of
Charge and the MTN Issuer Deed) nor take any steps for the assets of the
European Master Purchaser, the European Receivables Warehouse Company, the US
Master Purchaser or the MTN Issuer to be declared en désastre; or


 


(b)                                 take any steps for the purpose of obtaining payment of any amounts
payable to it under this Deed, the US Master Purchaser Guarantee and Security
Agreement, the European Master Purchaser Deed of Charge, the European
Receivables Warehouse Company Deed of Charge and the MTN Issuer Deed or any
other Transaction Document and shall not take any steps to recover any debts
whatsoever owing to it by the European Master Purchaser, the European
Receivables Warehouse Company, the US Master Purchaser or the MTN Issuer (other
than in accordance with the US Master Purchaser Guarantee and Security
Agreement, the European Master Purchaser Deed of Charge, the European
Receivables Warehouse Company Deed of Charge or the MTN Issuer Deed).


 


93

















 


11.3                           Recourse Against Certain Parties:  No recourse under any
obligation, covenant, or agreement of any European Receivables Warehouse
Company Secured Creditor (acting in any capacity whatsoever), any European
Master Purchaser Secured Creditor (acting in any capacity whatsoever, including
as a Buhrmann European Noteholder), any US Master Purchaser Secured Party
(acting in any capacity whatsoever, including as a Buhrmann US Noteholder) or
any MTN Issuer Secured Creditor (acting in any capacity whatsoever, including
as an MTN Noteholder) contained in any Transaction Document shall be had
against any shareholder, officer or director of any European Receivables
Warehouse Company Secured Creditor, any European Master Purchaser Secured
Creditor, any US Master Purchaser Secured Party or any MTN Issuer Secured
Creditor as such, by the enforcement of any assessment or by any proceeding, by
virtue of any statute or otherwise, it being expressly agreed and understood
that each Transaction Document is a corporate obligation of each European
Receivables Warehouse Company Secured Creditor, European Master Purchaser
Secured Creditor, US Master Purchaser Secured Party or each MTN Issuer Secured
Creditor and no personal liability shall attach to or be incurred by the
shareholders, officers, agents, employees or directors of any European
Receivables Warehouse Company Secured Creditor, European Master Purchaser
Secured Creditor, US Master Purchaser Secured Party or any MTN Issuer Secured
Creditor as such, or any of them, under or by reason of any of the obligations,
covenants or agreements of any European Receivables Warehouse Company Secured
Creditor, European Master Purchaser Secured Creditor, US Master Purchaser
Secured Party or any MTN Issuer Secured Creditor contained in any Transaction
Document, or implied therefore, and that any and all personal liability for
breaches by such party of any such obligations, covenants or agreements, either
at law or by statute or constitution, of every such shareholder, officer,
agent, employee or director is hereby expressly waived by the other parties as
a condition of and consideration for the execution of this Deed.


 


Conditions Precedent


 


12.                                 Any amendment and restatement to the Transaction Documents shall not
come into effect until each of the items set out in Schedule 2 have been
satisfied or delivered to the Cash Manager and the Security Agent, each in such
form and substance as is satisfactory to the Cash Manager.


 


Miscellaneous Provisions


 


Evidence
of indebtedness


 


13.1                           In any proceeding, action or claim relating to any Transaction
Document a statement as to any amount due which is certified as being correct
by an officer of the Security Agent shall, unless otherwise provided in the
Transaction Document or this Deed, or in the case of manifest error, be prima facie
evidence that such amount is in fact due and payable.


 


Severability


 


13.2                           Any provision of any Transaction Document or this Deed which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law,
each of the parties hereto hereby waives any provision of law but only to the
extent permitted by law which renders any provision of any Transaction Document
prohibited or unenforceable in any respect.


 


Assignability


 


13.3                           Save as specifically provided in any Transaction Document, none of
the rights or obligations of the parties to any Transaction Document may be
assigned or transferred to any other person without the prior written consent
of the Security Agent save that:


 


(a)                                  the European Master Purchaser or the US Master Purchaser may assign
its rights and benefits under the European Master Purchaser Funding Deed or the
US Master Purchaser Funding


 


94

















 


Agreement, as the case may be, to the
Security Agent pursuant to the European Master Purchaser Security Documents;
and


 


(b)                                 the Security Agent may assign any or all of its rights or benefits
under the European Master Purchaser Funding Deed to any successor or additional
security agent appointed pursuant to the European Master Purchaser Security
Documents or the US Master Purchaser Security Agreement, as the case may be.


 


No
Set-Off


 


13.4                           Except as otherwise provided in the Transaction Documents, all
payments required to be made under the Transaction Documents (including any
Buhrmann Note) shall be calculated without reference to any set-off or
counterclaim and shall be made free and clear of and without any deduction for
or on account of any set-off or counterclaim, save as provided by mandatory
provisions of law.


 


Acknowledgement
of terms of any English Receivables Sale Contract


 


13.5                           The European Receivables Warehouse Company hereby acknowledges and
agrees for the benefit of each English Originator that any English Receivables
Sale Contract concluded upon the acceptance by it of each English Originator
Offer to Sell in the manner contemplated by Clause 3.2 of the English
Originator Notice of Intention to Make Offers to Sell shall be upon the basis
that the English Standard Terms and Conditions are specifically and expressly
incorporated into and form part of any such English Receivables Sale Contract.


 


13.6                           The European Master Purchaser hereby acknowledges and agrees for the
benefit of the European Receivables Warehouse Company that any Onward
Receivables Sale Contract concluded upon the acceptance by it of each European
Receivables Warehouse Company Offer to Sell in the manner contemplated by
Clause 3.2 of the European Receivables Warehouse Company Notice of Intention to
Make Offers to Sell shall be upon the basis that the English Standard Terms and
Conditions are specifically and expressly incorporated into and form part of
any such Onward English Receivables Sale Contract.


 


Indemnity
for Fees, Costs and Expenses


 


13.7                           Buhrmann US hereby agrees to indemnify each Originator for the total
amount of all fees, costs and expenses incurred by it under any of the
Transaction Documents.


 


Payments made by Europcenter


 


13.8                           Without prejudice to any other
provision of any of the Transaction Documents, to the extent that any payment
obligation is required to be made by a Buhrmann subsidiary, such payment
obligation shall be deemed satisfied if paid in full and on time by
Europcenter and Europcenter shall be entitled to be reimbursed by the relevant
Buhrmann subsidiary to the extent such subsidiary has funds available and
is permitted to make such payment under the Transaction Documents. 
Nothing in this Clause shall prejudice any right or claim that any party
to any of the Transaction Documents may have against the relevant Buhrmann
subsidiary and the Buhrmann subsidiary shall remain liable and responsible for
such payment.


 


Counterparts


 


14.                                 Each of the Transaction Documents, including this Master Definitions
and Framework Deed, can be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which shall be an original but
all of which together shall constitute one and the same instrument.


 


95

















 


Governing
Law


 


15.                                 This Deed shall be governed by, and construed in accordance with,
the laws of England; provided that any definitions or provisions contained
herein that are incorporated into any agreement, instrument or other document
governed by the law of the State of New York or the law of the State of
Delaware shall, as so incorporated, be governed by and construed in accordance
with the law of the State of New York or the law of the State of Delware,
respectively.


 


Contracts (Rights of Third Parties) Act 1999


 


16.                                 In relation to each Transaction Document, a person who is not a
party to such Transaction Document shall, unless otherwise expressly provided
in a Transaction Document, have no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any of the terms thereof.


 


Application of Trustee Acts


 


17.1                           Disapplication of Trustee Acts:  To the fullest
extent permitted by law, none of Parts II, III, IV, or V of the Trustee Act
2000 in exercising any of the powers contained in Sections 15 or 22 of the
Trustee Act 1925 shall apply to any trust constituted by the Transaction
Documents or to the role of the Security Agent, the MTN Trustee or the MTN
Security Trustee in relation to such trusts.


 


17.2                           Exercise of Rights and Powers:  Any exercise by
the Security Agent of any rights or powers under the Transaction Documents that
are the same as or similar to any rights or powers conferred on a trustee by
the Trustee Act 2000 shall be construed solely as the exercise of the relevant
rights or powers under the Transaction Documents and not as the exercise of the
same or any similar rights or powers under the Trustee Act 2000.


 


17.3                           Securities:  For the avoidance of doubt, (a) the
Security Agent, the MTN Trustee and the MTN Security Trustee may retain or
invest in securities payable to bearer without appointing a person to act as a
custodian and (b) the application of sections 22 or 23 of the Trustee Act 2000
is inconsistent with the terms of the Transaction Documents.


 


17.4                           Exclusion of Trustee Act 2000:  The disapplication
of certain parts or sections of the Trustee Act 2000 as provided herein shall
constitute an exclusion of the relevant parts of the Trustee Act 2000 for the
purposes of that act.


 


In Witness Whereof this Deed
has been executed and delivered by the parties hereto as a deed on the date
above mentioned.


 


96

















 


APPENDIX


 


Additional Originator Accession Agreement


 


To:                              Security Agent


 


From:                  Proposed Additional Originator


 


Master
Definitions and Framework Deed (as amended and restated on 28 September 2001
and 18 July 2002) (the  Master Definitions and Framework
Deed)


 


We refer to Clause 4 of the Master
Definitions and Framework Deed.


 


Name of Company incorporated in · with registered number · agrees to become an Additional relevant
country Originator and to be bound by the terms of specify relevant Transaction Documents in
accordance with Clause 4 of the Master Definitions and Framework Deed.


 


The address for notices of the proposed
Additional relevant country
Originator is ·.


 


This Agreement is governed by English law.


 


	
  By:

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Authorised Signatory

  



 


97

















 


SCHEDULE 1


 


Buhrmann Termination Events


 


The occurrence of any of the following events
shall constitute a Buhrmann Termination Event:


 


(a)                                  Non-Payment:  the Parent,  any
Originator, the European Receivables Warehouse Company, the Master Servicer or
any Sub-Servicer fails to pay any amount due under any of the Transaction
Documents within three Business Days of its due date or demand (if so payable)
or make material payments or deposits as required;


 


(b)                                 Master
Servicer’s Report:  the Master
Servicer fails to deliver the Master Servicer’s Monthly Report within five
Business Days of the due date for delivery thereof (the Due Date) provided
that a Buhrmann Termination Event shall not occur if the Master Servicer has
provided within five Business Days of the Due Date a Master Servicer’s Daily
Report as at any of the three Business Days immediately preceding the Due Date
or the Business Day immediately following the Due Date;


 


(c)                                  Breach
of Obligations:  the Parent,  any Originator, the European Receivables Warehouse Company, the
Master Servicer or any Sub-Servicer fails in any material respect to observe or
perform any of its obligations under the Transaction Documents or under any
undertaking or arrangement entered into in connection therewith other than an
obligation of the type referred to in paragraphs (a) or (b) above or (s),
(t) or (u) below and, in the case of a failure capable of being remedied, the
Security Agent does not determine, within 14 days after the Originator or the
Security Agent became aware of the failure, that it has been remedied to its
satisfaction;


 


(d)                                 Misrepresentation:  any
representation, warranty or statement which is made (or deemed or acknowledged
to have been made) by the Parent, any Originator, the European Receivables
Warehouse Company, the Master Servicer or any Sub-Servicer (other than a
representation or warranty relating to a Dutch Receivable or an English
Receivable which was made on the Purchase Date for such European Receivable or
a representation or warranty relating to a US Receivable which was made on the
US Contribution Date for such US Receivable), in the Transaction Documents or
which is contained in any certificate, statement, legal opinion or notice
provided under or in connection with the Transaction Documents proves to be
incorrect in any material respect, or if repeated at any time with reference to
the facts and circumstances subsisting at such time would not be accurate in
all material respects unless, if curable, cured to the satisfaction of the
Security Agent within 7 days of notification by the Security Agent to the
relevant person;


 


(e)                                  Invalidity:  any material provision
of any of the Transaction Documents is or becomes, for any reason, invalid or
unenforceable and the European Master Purchaser, the US Master Purchaser, the
Security Agent, any Buhrmann European Note Purchaser and/or any Buhrmann US
Note Purchaser would be prejudiced by such provision being or becoming invalid
or unenforceable;


 


(f)                                    Material Adverse Change and Cessation
of Business:


 


(i)                                     any event or series of events (whether related or not) occurs which
in the reasonable opinion of the Security Agent could reasonably be expected to
have a Material Adverse Effect with respect to the Parent, any Originator, the
European Receivables Warehouse Company, the Master Servicer or any
Sub-Servicer;


 


(ii)                                  any of the Parent, any Originator, the European Receivables
Warehouse Company, the Master Servicer or any Sub-Servicer changes or threatens
to change the nature of its business, suspends or threatens to suspend a
substantial part of the present business operations which it now conducts
directly or indirectly, disposes of or threatens to dispose of a substantial
part of its assets or has all or part of its assets expropriated or


 


98

















 


under threat of expropriation without the
prior written consent of the Security Agent unless such event would not
materially prejudice (x) the ability of any Originator to collect and sell
Receivables, (y) the ability of the Master Servicer or any Sub-Servicer to
perform its duties and/or (z) the ability of the Parent, any Originator, the
European Receivables Warehouse Company, the Master Servicer or any Sub-Servicer
(as the case may be) to observe or perform its obligations under the
Transaction Documents;


 


(g)                                 Cross-default:


 


(i)                                     any indebtedness for borrowed money of any of the Parent, any
Originator, the European Receivables Warehouse Company, the Master Servicer or
any Sub-Servicer in excess of the lower of (A) the cross default amount
specified in any document entered into by any of the Parent, any Originator,
the European Receivables Warehouse Company, the Master Servicer or any
Sub-Servicer relating to indebtedness for borrowed money having a maximum
aggregate principal amount for borrowed money or facility limit (or the
equivalent) of US$100 million or more and (B) US$50 million in aggregate
becomes due before its stated maturity (and the same is not repaid, or the
acceleration rescinded, within 5 Business Days following demand by the relevant
creditor); or


 


(ii)                                  any other indebtedness of any of the Parent, any Originator, the
European Receivables Warehouse Company, Master Servicer or any Sub-Servicer in
excess of US$50 million in aggregate remains outstanding for 5 Business Days
following demand by the relevant creditor; or


 


(iii)                               any Buhrmann Financial Performance Cross Default that is not waived
within a reasonable time period after actual knowledge of such Buhrmann
Financial Performance Cross Default is obtained by the relevant creditor or
creditors;


 


(h)                                 Appointment
of Receiver, Legal Process:  an encumbrancer takes possession of, or a trustee, administrative
receiver, receiver or similar officer is appointed in respect of, all or any
part of the property, business, undertaking or assets of any of the Parent, any
Originator, the European Receivables Warehouse Company, the Master Servicer or
any Sub-Servicer having an aggregate value in excess of US$50 million or
distress or any form of execution is levied or enforced upon or sued out
against any such property, business, undertakings, assets or revenues having an
aggregate value in excess of US$50 million or any security interest which may
for the time being affect any of its or their respective assets becomes
enforceable, unless in any such case the Security Agent certifies that in its
opinion such event will not materially prejudice the ability of the Parent, the
relevant Originator, the European Receivables Warehouse Company, the Master
Servicer or, as the case may be the relevant Sub-Servicer to observe or perform
its obligations under the Transaction Documents and for this purpose, the
Security Agent shall be entitled to assume if the Rating Condition is satisfied
that such event is not materially prejudicial;


 


(i)                                     Insolvency:  the Parent,  any
Originator, the European Receivables Warehouse Company, the Master Servicer,
the relevant Sub-Servicer is or becomes or is declared to be insolvent or is or
becomes unable to pay its debts as they fall due or suspends or threatens to
suspend making payments (whether of principal or interest) with respect to all
or any class of its debts;


 


(j)                                     Composition:  the Parent, any
Originator, the European Receivables Warehouse Company, the Master Servicer or
any Sub-Servicer convenes a meeting of its creditors or proposes or makes any
arrangement or composition with, or any assignment for the benefit of, or any
moratorium with, or any suspension of payments to its creditors or any other
corporate action is taken or any legal proceedings are commenced by the Parent,
any Originator, the European Receivables Warehouse Company, the Master Servicer
or any Sub-Servicer with a view to any such composition, arrangement,
assignment or moratorium being made;


 


99

















 


(k)                                  Winding
Up, Administration:  a petition (other than a petition which is being disputed in good
faith and on reasonable grounds by the Parent, the relevant Originator, the
European Receivables Warehouse Company, the Master Servicer or the relevant
Sub-Servicer) is presented or a meeting is convened for the purpose of
considering a resolution or other preparatory steps are taken (whether out of
court or otherwise) or legal proceedings are commenced for the winding-up,
liquidation, dissolution, administration, reorganisation, rehabilitation, or
controlled management of the Parent, any Originator, the European Receivables
Warehouse Company, the Master Servicer and/or any Sub-Servicer;


 


(l)                                     Analogous
Proceedings: an event analogous to any of the
events specified in paragraphs (h), (i), (j) or (k) occurs under the laws of
any relevant jurisdiction;


 


(m)                               Security
Interest:  (i)  any
Originator, the European Receivables Warehouse Company or the Master Servicer
creates or grants any security interest or permits any Encumbrance to arise
over or in relation to (1) any Receivable; or (2) any proceeds of or sums
received or payable in respect of a Receivable; (ii) any Originator creates or
grants any security interest or permits any Encumbrance to arise over or in
relation to over or in relation to the Collection Accounts; or (iii) the
European Receivables Warehouse Company, either Master Purchaser or the Master
Servicer creates or grants any security interest or permits any Encumbrance to
arise over or in relation to any of the assets or any bank account of the
European Receivables Warehouse Company or either Master Purchaser, except in
each case as contemplated by the Transaction Documents;


 


(n)                                 Dispute:  any Originator
or the European Receivables Warehouse Company disputes, in any manner the
validity or efficacy of any sale and purchase or contribution of a Receivable
under the relevant European Master Receivables Purchase Agreement, the relevant
Onward European Master Receivables Purchase Agreement or the US Contribution
Agreement, as the case may be;


 


(o)                                 Illegality:  it becomes
impossible or unlawful for any Originator, the European Receivables Warehouse
Company or the Master Servicer to continue its business and/or discharge its
obligations as contemplated by the Transaction Documents;


 


(p)                                 The
European Master Purchaser Security Documents: 
for any reason the Security Agent certifies
that in its opinion the European Master Purchaser Charged Property or the
European Master Purchaser Security Documents is in danger of being taken under
any process of law or the European Master Purchaser Charged Property is or may
be in jeopardy in any respect considered by the Security Agent to be material;


 


(q)                                 The
US Master Purchaser Security Agreement: 
for any reason the Security Agent certifies
that in its opinion the US Master Purchaser Collateral or the US Master
Purchaser Security Agreement are in danger of being taken under any process of
law or the US Master Purchaser Collateral is or may be in jeopardy in any
respect considered by the Security Agent to be material or the Security Agent
ceases to have a first priority perfected security interest in any of the US
Master Purchaser Collateral;


 


(r)                                    The European Receivables Warehouse Company  Security Documents:  for any reason the Security Agent certifies
that in its opinion the European Receivables Warehouse Company Charged Property
or any of the European Receivables Warehouse Company Security Documents is in
danger of being taken under any process of law or the European Receivables
Warehouse Company Charged Property is or may be in jeopardy in any respect
considered by the Security Agent to be material;


 


(s)                                  Breach
of Warranty Regarding the Receivables:  any Originator fails to repurchase or substitute a Receivable having
become obliged to do so, in accordance with terms of the relevant European
Master Receivables Purchase Agreement or, as the case may be, the US
Contribution Agreement or the European Receivables Warehouse Company fails to
repurchase


 


100

















 


or substitute a European Receivable having
become obliged to do so, in accordance with the terms of the relevant Onward
European Master Receivables Purchase Agreement;


 


(t)                                    Collection
Account: any of the Originators or the Master
Servicer fails to pay any sum received in respect of a relevant Receivable into
the relevant Collection Account in accordance with the terms of, the Servicing
Agreement within one Business Day of the specified date, or makes any transfers
from or debits to any Collection Account otherwise than in accordance with the
relevant Servicing Agreement;


 


(u)                                 Counterparty
Files:  any Originator fails to deliver a
Counterparty File within seven Business Days of its due date;


 


(v)                                 European
Master Purchaser Event of Default, US Master Purchaser Event of Default or the
European Receivables Warehouse Company Event of Default: 
the occurrence of a European Master Purchaser Event of Default, a US
Master Purchaser Event of Default or a European
Receivables Warehouse Company Event of Default; or


 


(w)                               Stop Funding Events:  the occurrence of (i) any
of the European Stop Funding Events set out in paragraphs (d), (e), (f) or (g)
in the definition thereof with respect to the same Agreed Currency on two
Calculation Dates in any period of 12 consecutive months or (ii) any of the US
Stop Funding Events set out in paragraphs (c), (d), (e) or (f) in the
definition thereof on two Calculation Dates in any period of 12 consecutive
months.


 


101

















 


SCHEDULE 2


 


Conditions Precedent


 


English
Originators


 


(a)                                  Copies of the latest version of the Memorandum and Articles of
Association of each English Originator together with its Certificate of
Incorporation and any Certificate of Change of Name certified by the Company
Secretary or a Director of the relevant English Originator to be a true and up
to date copy of the original.


 


(b)                                 Copies of the resolutions, in form and substance satisfactory to the
European Master Purchaser and the European Receivables Warehouse Company, of
the Board of Directors of each English Originator authorising the delivery of
the English Originator Notice of Intention to Make Offers to Sell and the
making of the English Originator Offer to Sell to be made on or shortly after
the MTN Closing Date and the execution, delivery and performance of the other
Transaction Documents to be entered into by the English Originator, certified
by the Company Secretary or a Director of each English Originator as of the MTN
Closing Date, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.


 


(c)                                  A certificate as to the incumbency and signature of the officers or
other employees of the English Originators authorised to sign the Transaction
Documents on behalf of the English Originators and any certificate or other
document to be delivered pursuant thereto, certified by the Company Secretary
or a Director of the English Originators together with evidence of the
incumbency of such Company Secretary or Director.


 


(d)                                 A solvency certificate in respect of each English Originator in the
form set out in Schedule 5 to the English Originator Warranty and Indemnity
Deed.


 


(e)                                  A Power of Attorney executed by each English Originator in the form
and substance satisfactory to the European Master Purchaser and the European
Receivables Warehouse Company in relation to the English Receivables.


 


Dutch
Originators


 


(a)                                  Copies of the latest version of the constitutional documents of each
Dutch Originator certified by the Company Secretary or a Director of the
relevant Dutch Originator to be a true and up to date copy of the original.


 


(b)                                 Officially certified up to date Commercial Register excerpts in
respect of each Dutch Originator dated no earlier than 6 calendar months prior
to the date hereof.


 


(c)                                  Copies of the resolutions, in form and substance satisfactory to the
European Master Purchaser and the European Receivables Warehouse Company, of
the Board of Directors of each Dutch Originator authorising the execution,
delivery and performance of the Dutch Master Receivables Purchase Agreement and
the other Transaction Documents to be entered into by the Dutch Originator,
certified by the Company Secretary or a Director of each Dutch Originator as of
the MTN Closing Date, which certificate shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded.


 


(d)                                 A certificate as to the incumbency and signature of the officers or
other employees of the Dutch Originators authorised to sign the Transaction
Documents on behalf of the Dutch Originators and any certificate or other document
to be delivered pursuant thereto, certified by the Company Secretary or a
Director of the Dutch Originators together with evidence of the incumbency of
such Company Secretary or Director.


 


102

















 


(e)                                  A solvency certificate in respect of each Dutch Originator in the
form set out in Schedule 3 to the Dutch Master Receivables Purchase Agreement.


 


(f)                                    A Power of Attorney executed by each Dutch Originator in the form
and substance satisfactory to the European Master Purchaser and the European
Receivables Warehouse Company in relation to the Dutch Receivables.


 


US
Originators


 


(a)                                  Copies of the latest version of the Articles of Incorporation of
each US Originator together with its Certificate of Incorporation and any
Certificate of Change of Name certified by the Secretary of the relevant US
Originator to be a true and up to date copy of the original.


 


(b)                                 Copies of the resolutions, in form and substance satisfactory to the
US Master Purchaser, of the Board of Directors of each US Originator
authorising the execution, delivery and performance of the Transaction
Documents to be entered into by the US Originator, certified by the Secretary
of each US Originator as of the MTN Closing Date, which certificate shall state
that the resolutions thereby certified have not been amended, modified, revoked
or rescinded.


 


(c)                                  A certificate as to the incumbency and signature of the officers or
other employees of the US Originators authorised to sign the Transaction
Documents on behalf of the US Originators and any certificate or other document
to be delivered pursuant thereto, certified by the Secretary of the US
Originators together with evidence of the incumbency of such Secretary.


 


(d)                                 A solvency certificate in respect of each US Originator in the form
set out in Schedule 3 to the US Contribution Agreement.


 


(e)                                  All financing statements and
other documents required to be recorded or filed in order to perfect and
protect the US Master Purchaser’s ownership interest in the US Receivables
against all creditors of the US Master Purchaser have been duly filed in each
filing office necessary for such purpose and all filing fees and taxes, if any,
payable in connection with such filings have been paid in full and the Security
Agent has a first priority perfected security interest therein.


 


Silver
Securitisation B.V.


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


(b)                                 Officially certified up to date Commercial Register excerpts dated
no earlier than 6 calendar months prior to the date hereof.


 


(c)                                  Copies of the resolutions of the Board of Directors authorising (i)
the execution, delivery and performance of the Transaction Documents to be
entered into by the European Master Purchaser and (ii) the borrowings
contemplated under the European Master Purchaser Funding Deed, certified by the
Company Secretary or a Director dated as of the MTN Closing Date, which
certificate shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded.


 


(d)                                 A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Transaction Documents on behalf of the
European Master Purchaser, and any certificate or other document to be
delivered pursuant thereto, certified by the Company Secretary or a Director of
the European Master Purchaser, together with evidence of the incumbency of such
Company Secretary or Director.


 


(e)                                  A solvency certificate.


 


103

















 


(f)                                    Duly completed mandates in respect of the European Master Purchaser
Accounts.


 


Buhrmann
Silver US LLC


 


(a)                                  Copies of the latest version of the LLC Agreement together with its
Certificate of Formation and any amendment thereto certified by the Secretary
or Managing Member, as appropriate, to be a true and up to date copy of the
original.


 


 (b)                              Copies of the resolutions of the Board of Directors or the Managing
Member, as appropriate, authorising (i) the execution, delivery and performance
of the Transaction Documents to be entered into by the US Master Purchaser and
(ii) the borrowings contemplated under the US Master Purchaser Funding
Agreement, certified by the Secretary or the Managing Member, as appropriate,
as of the MTN Closing Date, which certificate shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded.


 


(c)                                  A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Transaction Documents on behalf of the
US Master Purchaser and any certificate or other document to be delivered
pursuant thereto, certified by the Secretary or the Managing Member, as
appropriate, of the US Master Purchaser together with evidence of the
incumbency of such Secretary or person authorized to sign on behalf of the
Manager, as applicable.


 


(d)                                 A solvency certificate.


 


(e)                                  Duly completed mandates in respect of the US Master Purchaser
Accounts and the US Master Purchaser Collection Accounts, if required.


 


Buhrmann
Silver S.A.


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


(b)                                 Officially certified up to date Commercial Register excerpts dated
no earlier than 6 calendar months prior to the date hereof.


 


(c)                                  Copies of the resolutions of the Board of Directors authorising the
execution, delivery and performance of the Transaction Documents to be entered
into by the European Receivables Warehouse Company, certified by the Company
Secretary or a Director dated as of the MTN Closing Date, which certificate
shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded.


 


(d)                                 A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Transaction Documents on behalf of the
European Receivables Warehouse Company, and any certificate or other document
to be delivered pursuant thereto, certified by the Company Secretary or a
Director of the European Receivables Warehouse Company, together with evidence
of the incumbency of such Company Secretary or Director.


 


(e)                                  A solvency certificate.


 


(f)                                    Duly completed mandates in respect of the European Receivables
Warehouse Company Transaction Accounts, the Dutch Collection Accounts and the
English Collection Accounts.


 


Buhrmann Stafdiensten B.V.


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


104

















 


(b)                                 Officially certified up to date Commercial Register excerpts dated
no earlier than 6 calendar months prior to the date hereof.


 


(c)                                  Copies of the resolutions of the Board of Directors authorising the
execution, delivery and performance of the Transaction Documents to be entered
into by the Master Servicer, certified by the Company Secretary or a Director
dated as of the MTN Closing Date which certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.


 


(d)                                 A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Transaction Documents on behalf of the
Master Servicer and any certificate or other document to be delivered pursuant
thereto, certified by the Company Secretary or a Director of the Master
Servicer together with evidence of the incumbency of such Company Secretary or
Director.


 


(e)                                  A solvency certificate.


 


Buhrmann
N.V.


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


(b)                                 Officially certified up to date Commercial Register excerpts dated
no earlier than 6 calendar months prior to the date hereof.


 


(c)                                  Copies of the resolutions of the Board of Directors authorising the
execution, delivery and performance of the Transaction Documents to be entered
into by the Parent, certified by the Company Secretary or a Director of the
Parent and dated as of the MTN Closing Date which certificate shall state that
the resolutions thereby certified have not been amended, modified, revoked or
rescinded.


 


(d)                                 A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Transaction Documents on behalf of the
Parent and any certificate or other document to be delivered pursuant thereto,
certified by the Company Secretary or a Director of the Parent together with
evidence of the incumbency of such Company Secretary or Director.


 


(e)                                  A solvency certificate.


 


Rheingold
No.11 Limited


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


(b)                                 Copies of the resolutions of the Board of Directors authorising the
execution, delivery and performance of the Jersey Company Documents to be
entered into by the Initial Buhrmann Note Purchaser, certified by the Company
Secretary or a Director and dated as of the MTN Closing Date which certificate
shall state that the resolutions thereby certified have not been amended,
modified, revoked or rescinded.


 


(c)                                  A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Jersey Company Documents on behalf of
the Initial Buhrmann Note Purchaser and any certificate or other document to be
delivered pursuant thereto, certified by the Company Secretary or a Director of
the Initial Buhrmann Note Purchaser together with evidence of the incumbency of
such Company Secretary or Director.


 


(d)                                 Copy of a duly executed US Internal Revenue Service Form W-8BEN.


 


105

















 


Silver
Funding Limited


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


(b)                                 Copies of the resolutions of the Board of Directors authorising the
execution, delivery and performance of the MTN Transaction Documents to be
entered into by the MTN Issuer, certified by the Company Secretary or a
Director and dated as of the MTN Closing Date, which certificate shall state
that the resolutions thereby certified have not been amended, modified, revoked
or rescinded.


 


(c)                                  A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the MTN Transaction Documents on behalf of
the MTN Issuer and any certificate or other document to be delivered pursuant
thereto, certified by the Company Secretary or a Director of the MTN Issuer
together with evidence of the incumbency of such Company Secretary or Director.


 


(d)                                 Copy of a duly executed US Internal Revenue Service Form W-8BEN.


 


Rheingold
Securitisation Limited


 


(a)                                  Copies of the latest version of the constitutional documents
certified by the Company Secretary or a Director to be a true and up to date
copy of the original.


 


(b)                                 Copies of the resolutions of the Board of Directors authorising the
execution, delivery and performance of the Jersey Company Documents to be
entered into by the CP Issuer, certified by the Company Secretary or a Director
and dated as of the MTN Closing Date which certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.


 


(c)                                  A certificate as to the incumbency and signature of the officers or
other employees authorised to sign the Transaction Documents on behalf of the
CP Issuer and any certificate or other document to be delivered pursuant
thereto, certified by the Company Secretary or a Director of the CP Issuer
together with evidence of the incumbency of such Company Secretary or Director.


 


Legal
Opinions


 


(a)                                  A legal opinion of Freshfields Bruckhaus Deringer dated the MTN
Closing Date as to matters of English law as to sale of English Receivables,
enforceability of the Transaction Documents governed by English law and other
relevant matters.


 


(b)                                 Legal opinions of Freshfields Bruckhaus Deringer dated the MTN
Closing Date as to matters of German law (i) as to the sale of the Dutch
Receivables and the security created under the European Receivables Warehouse
Company German Law Pledge Agreement, the European Master Purchaser German Law
Pledge Agreement, the MTN Issuer German Law Pledge Agreement and other relevant
matters; and (ii) as to the relevant Jersey Company Documents and other
relevant matters.


 


(c)                                  A legal opinion of Freshfields Bruckhaus Deringer dated the MTN
Closing Date as to matters of Dutch law as to due incorporation and corporate
capacity of the Dutch Originators, due execution and authorisation of the
Transaction Documents to which they are a party, the Dutch Collection Account
Agreements, the European Receivables Warehouse Company Dutch Pledge Agreement,
the European Receivables Warehouse Company Dutch Collection Claims Pledge
Agreements, the European Master Purchaser Dutch Law Pledge Agreement, the MTN
Issuer Dutch Law Pledge Agreement and other relevant matters.


 


106

















 


(d)                                 Legal opinions of Freshfields Bruckhaus Deringer dated the MTN
Closing Date as to matters of Dutch tax law (i) as to the sale of the Dutch
Receivables and the security created under the European Receivables Warehouse
Company Dutch Law Pledge Agreement, the European Master Purchaser Dutch Law
Pledge Agreement, the MTN Issuer Dutch Law Pledge Agreement and other relevant
matters; and (ii) as to the relevant Jersey Company Documents and other relevant
matters.


 


(e)                                  A legal opinion of Freshfields Bruckhaus Deringer LLP dated the MTN
Closing Date as to matter of New York law as to the transfer of the US
Receivables and the security interest created under the US Master Purchaser
Security Agreement and the MTN Issuer US Security Agreement, the enforceability
of documents governed by New York law and other relevant matters.


 


(f)                                    A legal opinion of Freshfields Bruckhaus Deringer LLP dated the MTN
Closing Date as to matter of New York law as to true sale of the US Receivables
to the US Master Purchaser and other relevant matters.


 


(g)                                 A legal opinion of Linklaters dated the MTN Closing Date as to
matters of New York tax law in respect of the US Originators and US Master
Purchaser in relation to the Transaction Documents to which they are a party
and other relevant matters.


 


(h)                                 A legal opinion of Linklaters dated the MTN Closing Date as to
matters of English law in respect of the due incorporation and corporate
capacity of the English Originators, due execution and authorisation of the
Transaction Documents to which they are a party and other relevant matters.


 


(i)                                     A legal opinion of Linklaters as to matters of Delaware law in
respect of the due incorporation and corporate capacity of the US Originators,
due execution and authorisation of the Transaction Documents to which they are
a party and other relevant matters.


 


(j)                                     A legal opinion of Ogier & Le Masurier dated the MTN Closing
Date as to matters of Jersey law in respect of the due incorporation and corporate
capacity of the Initial Buhrmann Note Purchaser, due execution and
authorisation of the Transaction Documents to which it is a party and other
relevant matters.


 


(k)                                  A legal opinion of Ogier & Le Masurier dated the MTN Closing
Date as to matters of Jersey law in respect of the due incorporation and
corporate capacity of the MTN Issuer, due execution and authorisation of the
Transaction Documents to which it is a party and other relevant matters.


 


(l)                                     A legal opinion of Arendt & Medernach dated the MTN Closing Date
as to matters of Luxembourg law in respect of the due incorporation and
corporate capacity of the European Receivables Warehouse Company, due execution
and authorisation of the Transaction Documents to which it is a party and other
relevant matters.


 


(m)                               A legal opinion of Beghin & Feder dated the MTN Closing Date as
to matters of Luxembourg tax law as to the sale of the Dutch Receivables to the
European Receivables Warehouse Company and other relevant matters.


 


(n)                                 A legal opinion of Pilsbury Winthrop as to the compliance by the US
Originators, the Parent and the US Master Purchaser with the terms of its
existing financing documents.


 


(o)                                 A legal opinion of Richards Layton & Finger dated the MTN
Closing Date as to matters of Delaware State law in respect of the due
incorporation and corporate capacity of the US Master Purchaser.


 


107

















 


(p)                                 A legal opinion of Richards Layton & Finger dated the MTN
Closing Date as to matters of Delaware State law in respect of insolvency
matters of the US Master Purchaser.


 


General


 


(a)                                  Due execution and delivery of each of the Transaction Documents by
the respective parties thereto, and all documentation to be delivered
therewith.


 


(b)                                 A letter dated the MTN Closing Date from each of the Rating Agencies
confirming that the existing ratings of P-1 from Moody’s and A-1+ from Standard
& Poor’s in respect of the commercial paper of the CP Issuer will remain in
effect after giving effect to the transactions contemplated by the Transaction
Documents.


 


(c)                                  A letter from the auditors relating to the computer systems and
dated the MTN Closing Date.


 


(d)                                 Payment in full of all fees of counsel to the Security Agent, the
Jersey Company Liquidity Agent, the Jersey Company Overdraft Bank, the Jersey
Company L/C Bank, the Jersey Company Cash Administrator, the Jersey Company
Account Bank, Master Purchaser Account Banks, the European Receivables
Warehouse Company Account Bank, the MTN Issuer Account Bank or Cash Manager.


 


(e)                                  MTN Programme initial conditions precedent set out in the MTN
Programme Agreement.


 


108

















 


	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by BUHRMANN N.V.

  	
  )

  	
   

  
	
  a company incorporated in The

  	
  )

  	
   

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the

  	
  )

  	
   

  
	
  authority of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by BUHRMANN US INC.

  	
  )

  	
   

  
	
  a company incorporated in Delaware,

  	
  )

  	
   

  
	
  by KEES
  BANGMA , being a person who,

  	
  )

  	
   

  
	
  in accordance with the laws of that

  	
  )

  	
   

  
	
  State, is acting under the authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by BUHRMANN

  	
  )

  	
   

  
	
  STAFDIENSTEN B.V. a company

  	
  )

  	
   

  
	
  incorporated in The Netherlands,

  	
  )

  	
   

  
	
  by KEES
  BANGMA, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the

  	
  )

  	
   

  
	
  authority of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by BUHRMANN SILVER

  	
  )

  	
   

  
	
  US LLC a company incorporated in

  	
  )

  	
   

  
	
  Delaware, by KEES BANGMA, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that State, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  NICHOLAS DIBLEY

  
	
  as a DEED
  by SILVER

  	
  )

  	
   

  
	
  SECURITISATION S.A.

  	
  )

  	
  FRANK WEIDEMANN

  
	
  a company incorporated in The Netherlands

  	
  )

  	
   

  
	
  by NICHOLAS
  DIBLEY and

  	
  )

  	
   

  
	
  FRANK WEIDEMANN, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by BUHRMANN SILVER

  	
  )

  	
   

  
	
  S.A. a company incorporated in

  	
  )

  	
   

  
	
  Luxembourg, by KEES BANGMA , being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  



 


109

















 


	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by BUHRMANN

  	
  )

  	
   

  
	
  EUROPCENTER N.V.

  	
  )

  	
   

  
	
  a company incorporated in Belgium,

  	
  )

  	
   

  
	
  by KEES
  BANGMA, being

  	
  )

  	
   

  
	
  a person who, in accordance with the

  	
  )

  	
   

  
	
  laws of that territory, is acting under the

  	
  )

  	
   

  
	
  authority of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by KEES BANGMA

  	
  )

  	
   

  
	
  for and on behalf of  Corporate
  Express

  	
  )

  	
   

  
	
  Office Products, Inc.,  as managing

  	
  )

  	
   

  
	
  member of BUHRMANN
  SILVER US

  	
  )

  	
   

  
	
  LLC a limited liability company formed

  	
  )

  	
   

  
	
  under the law of the State of Delaware

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a DEED

  	
  )

  	
  KEES BANGMA

  
	
  by BUHRMANN
  FINED B.V.,

  	
  )

  	
   

  
	
  a company incorporated in The Netherlands

  	
  )

  	
   

  
	
  by KEES
  BANGMA, being a person who,

  	
  )

  	
   

  
	
  in accordance with the laws of that
  territory,

  	
  )

  	
   

  
	
  is acting under the authority of the
  company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by BÜHRMANN-UBBENS

  	
  )

  	
   

  
	
  B.V. a company incorporated in the

  	
  )

  	
   

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  KEES BANGMA

  
	
  as a DEED
  by PROOST EN BRANDT

  	
  )

  	
   

  
	
  B.V. a company incorporated in the

  	
  )

  	
   

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws,

  	
  )

  	
   

  
	
  of that territory is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by KEES BANGMA

  	
  )

  	
   

  
	
  (as duly authorised attorney under a Power

  	
  )

  	
   

  
	
  of Attorney dated 15 July 2002

  	
  )

  	
   

  
	
  for and on behalf of ROBERT HORNE

  	
  )

  	
   

  
	
  PAPER GROUP PLC

  	
  )

  	
   

  



 


110

















 


	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by KEES BANGMA

  	
  )

  	
   

  
	
  (as duly authorised attorney under a Power

  	
  )

  	
   

  
	
  of Attorney dated 15 July 2002

  	
  )

  	
   

  
	
  for and on behalf of THE HOWARD

  	
  )

  	
   

  
	
  SMITH PAPER GROUP LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by KEES BANGMA

  	
  )

  	
   

  
	
  (as duly authorised attorney under a Power

  	
  )

  	
   

  
	
  of Attorney dated 15 July 2002

  	
  )

  	
   

  
	
  and the Secretary for and on behalf of

  	
  )

  	
   

  
	
  THE M6 PAPER GROUP LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by KEES BANGMA

  	
  )

  	
   

  
	
  (as duly authorised attorney under a Power

  	
  )

  	
   

  
	
  of Attorney dated 12 July 2002

  	
  )

  	
   

  
	
  and the Secretary for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS OFFICE

  	
  )

  	
   

  
	
  PRODUCTS, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  KEES BANGMA

  
	
  DEED by KEES BANGMA

  	
  )

  	
   

  
	
  (as duly authorised attorney under a Power

  	
  )

  	
   

  
	
  of Attorney dated 12 July 2002

  	
  )

  	
   

  
	
  and the Secretary for and on behalf of

  	
  )

  	
   

  
	
  CORPORATE EXPRESS OF

  	
  )

  	
   

  
	
  TEXAS, INC.

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  L.S

  
	
  DEED under the common seal of

  	
  )

  	
   

  
	
  DEUTSCHE TRUSTEE COMPANY

  	
  )

  	
   

  
	
  LIMITED in the presence of:

  	
  )

  	
   

  
	
  Director: RAFE
  MORTON

  	
  )

  	
   

  
	
  Associate Director: SUZIE SMITH

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  JAMIE PRATT

  
	
  as a DEED
  by

  	
  )

  	
   

  
	
  DEUTSCHE BANK

  	
  )

  	
   

  
	
  AKTIENGESELLSCHAFT a company

  	
  )

  	
   

  
	
  incorporated in Germany by

  	
  )

  	
   

  
	
  JAMIE PRATT, being a

  	
  )

  	
   

  
	
  person who, in accordance with the laws of

  	
  )

  	
   

  
	
  that territory, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  



 


111

















 


	
  EXECUTED and DELIVERED

  	
  )

  	
  NICHOLAS DIBLEY

  
	
  as a DEED
  by

  	
  )

  	
   

  
	
  DEUTSCHE BANK

  	
  )

  	
  FRANK WEIDEMANN

  
	
  Amsterdam Branch by

  	
  )

  	
   

  
	
  NICHOLAS DIBLEY and

  	
  )

  	
   

  
	
  FRANK WEIDEMANN

  	
  )

  	
   

  
	
  person who is acting under the authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  RAFE MORTON

  
	
  as a DEED
  by

  	
  )

  	
   

  
	
  DEUTSCHE BANK AG LONDON

  	
  )

  	
  SUZIE SMITH

  
	
  by RAFE
  MORTON

  	
  )

  	
   

  
	
  and SUZIE SMITH, being

  	
  )

  	
   

  
	
  persons who are acting under the authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
  RAFE MORTON

  
	
  as a DEED
  by

  	
  )

  	
   

  
	
  DEUTSCHE BANK LUXEMBOURG

  	
  )

  	
  SUZIE SMITH

  
	
  S.A. a company  incorporated in

  	
  )

  	
   

  
	
  Luxembourg, by RAFE MORTON and

  	
  )

  	
   

  
	
  SUZIE SMITH ,being a

  	
  )

  	
   

  
	
  person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  NICHOLAS KERSHAW

  
	
  DEED by RHEINGOLD NO.11

  	
  )

  	
   

  
	
  LIMITED a company incorporated in

  	
  )

  	
   

  
	
  Jersey by NICHOLAS
  KERSHAW, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the

  	
  )

  	
   

  
	
  authority of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  NICHOLAS KERSHAW

  
	
  DEED by SILVER FUNDING

  	
  )

  	
   

  
	
  LIMITED a company incorporated in

  	
  )

  	
   

  
	
  Jersey by NICHOLAS
  KERSHAW, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the

  	
  )

  	
   

  
	
  authority of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  	
  NICHOLAS KERSHAW

  
	
  DEED by RHEINGOLD

  	
  )

  	
   

  
	
  SECURITISATION LIMITED

  	
  )

  	
   

  
	
  a company incorporated in Jersey

  	
  )

  	
   

  
	
  by NICHOLAS
  KERSHAW, being

  	
  )

  	
   

  
	
  a person who, in accordance with the

  	
  )

  	
   

  
	
  laws of that territory, is acting under the

  	
  )

  	
   

  
	
  authority of the company

  	
  )

  	
   

  



 


112

















 


	
  EXECUTED and DELIVERED as a

  	
  )

  	
  PHILIP GODLEY

  
	
  DEED by DEUTSCHE

  	
  )

  	
   

  
	
  INTERNATIONAL CORPORATE

  	
  )

  	
  MARK RUMBOLD

  
	
  SERVICES LIMITED a company

  	
  )

  	
   

  
	
  incorporated in Jersey by PHILIP GODLEY

  	
  )

  	
   

  
	
  MARK RUMBOLD, being

  	
  )

  	
   

  
	
  a person who, in accordance with the laws

  	
  )

  	
   

  
	
  of that territory, is acting under the
  authority

  	
  )

  	
   

  
	
  of the company

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  	
   

  
	
  as a DEED
  by

  	
  )

  	
   

  
	
  PRICEWATERHOUSECOOPERS

  	
  )

  	
   

  
	
  by PETER BUCKLE, being

  	
  )

  	
   

  
	
  persons who are acting under the authority

  	
  )

  	
   

  
	
  of the limited liability partnership

  	
  )

  	
  PETER BUCKLE

  



 


113

















 


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 England.


 


	
  Buhrmann Silver S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  KEES BANGMA

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Deutsche Bank Luxembourg S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  RAFE MORTON

  	
   

  



 


114

















 


CONTENTS


 


	
  CLAUSE

  
	
   

  	
   

  
	
  1.

  	
  interpretation

  
	
   

  	
   

  
	
  2.

  	
  definitions

  
	
   

  	
   

  
	
  3.

  	
  AGREEMENT

  
	
   

  	
   

  
	
  4.

  	
  ADDITIONAL ORIGINATORS

  
	
   

  	
   

  
	
  5.

  	
  JURISDICTION

  
	
   

  	
   

  
	
  6.

  	
  FURTHER ASSURANCES

  
	
   

  	
   

  
	
  7.

  	
  NOTICES

  
	
   

  	
   

  
	
  8.

  	
  WAIVERS; REMEDIES CUMULATIVE 

  
	
   

  	
   

  
	
  9.

  	
  MODIFICATION AND WAIVER

  
	
   

  	
   

  
	
  10.

  	
  ENTIRE
  AGREEMENT

  
	
   

  	
   

  
	
  11.

  	
  LIMITED RECOURSE AND NON PETITION

  
	
   

  	
   

  
	
  12.

  	
  CONDITIONS PRECEDENT

  
	
   

  	
   

  
	
  13.

  	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  
	
  14.

  	
  COUNTERPARTS

  
	
   

  	
   

  
	
  15.

  	
  GOVERNING
  LAW

  
	
   

  	
   

  
	
  16.

  	
  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
  1999

  
	
   

  	
   

  
	
  17.

  	
  APPLICATION OF TRUSTEE ACTS

  
	
   

  	
   

  
	
  APPENDIX

  
	
   

  	
   

  
	
   

  	
  Additional Originator
  Accession Agreement

  
	
   

  	
   

  
	
  SCHEDULE 1

  
	
   

  	
   

  
	
   

  	
  Buhrmann Termination Events

  
	
   

  	
   

  
	
  SCHEDULE 2

  
	
   

  	
   

  
	
   

  	
  Conditions Precedent

  
			



 


115