Corporate Express 20-F 2005 FY Annual report (foreign)

Exhibit 4.18

EXECUTION VERSION

FIFTH AMENDMENT AND RESTATEMENT DEED

dated 30 November 2005

in respect of a

€730,000,000 SENIOR FACILITIES AGREEMENT
dated 23 December 2003

between

BUHRMANN N.V.
as Obligors’ Agent

THE GUARANTORS NAMED HEREIN
as Guarantors

DEUTSCHE BANK AG LONDON
as Agent

DEUTSCHE BANK AG LONDON
as Security Trustee

THE CONSENTING C FACILITY LENDERS

and

THE D FACILITY LENDERS

London

TABLE OF CONTENTS

		Page
1	DEFINITIONS AND INTERPRETATION	1
2	AMENDMENT AND RESTATEMENT OF THE SENIOR FACILITIES AGREEMENT	2
3	AMENDMENT AND RESTATEMENT EFFECTIVE DATE	2
4	RATIFICATION OF SENIOR FACILITIES AGREEMENT	3
5	REPRESENTATIONS AND WARRANTIES	3
6	CONFIRMATION OF CONSENTS	3
7	CONTINUITY AND FURTHER ASSURANCE	3
8	EXPENSES AND STAMP DUTY	4
9	MISCELLANEOUS	4
SCHEDULE 1		5
PART I		5
PART II		11
SCHEDULE 2		13
SCHEDULE 3		15

i

THIS AMENDMENT AND RESTATEMENT DEED is dated        November 2005and made between:

(1)	BUHRMANN N.V.(the “Parent” and, in its capacity as agent for the Obligors, the “Obligors’ Agent”);
(2)	THE GUARANTORS NAMED IN PART III OF SCHEDULE 1(together with the Parent, the “Guarantors” and each a “Guarantor”);
(3)	DEUTSCHE BANK AG LONDON(as agent for and on behalf of the Finance Parties, the “Agent”);
(4)	DEUTSCHE BANK AG LONDON(as security trustee for and on behalf of the Finance Parties, the “Security Trustee”);
(5)	THE CONSENTING C FACILITY LENDERS(as defined below); and
(6)	THE D FACILITY LENDERS(as defined below).

WHEREAS:

(A)	The Consenting C Facility Lenders (as defined below) wish to convert their respective proportions of the C Facility Advances into new D Facility Advances, and certain D Facility Lenders wish to provide additional D Facility Advances for the purposes of refinancing the C Facility Outstandings of the Non-Consenting C
	Facility Lenders (as defined below).
(B)	The parties wish to amend and restate the Senior Facilities Agreement (as defined below) and the Agent, on behalf of the Lenders, wishes to grant certain consents under the Senior Facilities Agreement, in each case on the terms and subject to the conditions set out in this Amendment and Restatement Deed.

IT IS AGREEDas follows:

1. DEFINITIONS AND INTERPRETATION

1.1     Definitions

In this Amendment and Restatement Deed:

“Additional D1 Facility” means the term loan facility granted to the Borrower pursuant to Clause 2.1(f)(i) (The Facilities) of the Senior Facilities Agreement as amended by this Amendment and Restatement Deed.

“Additional D2 Facility” means the term loan facility granted to the Borrower pursuant to Clause 2.1(g)(i) (The Facilities) of the Senior Facilities Agreement as amended by this Amendment and Restatement Deed.

1

“Consenting C Facility Lenders” means the C1 Facility Lenders and C2 Facility Lenders named in Part I of Schedule 1 (Consenting C Facility Lenders) and “Consenting C Facility Lender” means any of them as the context may require from time to time.

“D Facility Lender” means a person which is named opposite the column relating to the Additional D1 Facility or Additional D2 Facility (in each case with a positive amount) in Part II of Schedule 1 (C Facility Lenders and Commitments).

“Amendment and Restatement Effective Date” has the meaning given to that term in Clause 3 (Amendment and Restatement Effective Date).

“Senior Facilities Agreement” means the €730,000,000 Senior Facilities Agreement dated 23 December 2003, as amended through the date hereof, between Buhrmann N.V. as the Parent, Buhrmann US Inc. as the Borrower, Deutsche Bank AG London and ABN AMRO Bank N.V. as the Arrangers, Deutsche Bank AG London as Agent and Security Trustee and the Original Guarantors and Lenders (each as defined in the Senior Facilities Agreement).

1.2     Incorporation of Defined Terms

(a)	Unless a contrary indication appears, a term defined in the Senior Facilities Agreement has the same meaning when used in this Amendment and Restatement Deed.
(b)	The principles of construction set out in the Senior Facilities Agreement shall have effect as if set out in this Amendment and Restatement Deed.
1.3     Clauses
(a)	In this Amendment and Restatement Deed any reference to a “Clause” or “Schedule” is, unless the context otherwise requires, a reference to a Clause or Schedule of this Amendment and Restatement Deed.
(b)	Clause and Schedule headings are for ease of reference only.

1.4     Designation

The parties designate this Amendment and Restatement Deed a Finance Document.

2. AMENDMENT AND RESTATEMENT OF THE SENIOR FACILITIES AGREEMENT

With effect from the Amendment and Restatement Effective Date (as defined below) the Senior Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in the attached Schedule 3 (Amended and Restated Senior Facilities Agreement) to this Amendment and Restatement Deed.

3. AMENDMENT AND RESTATEMENT EFFECTIVE DATE

The Amendment and Restatement Effective Date of this Amendment and Restatement Deed (the “Amendment and Restatement Effective Date”) shall be the later of the date of this Amendment and Restatement Deed and the date on which the Agent confirms to the Obligors’ Agent that it has received all of the documents and other evidence listed in Schedule 2 (Conditions to Effectiveness) in form and substance satisfactory to it.

2

4.	RATIFICATION OF SENIOR FACILITIES AGREEMENT
4.1     The Senior Facilities Agreement as amended and restated by this Amendment and Restatement Deed is ratified and confirmed.
4.2     Subject as amended by this Amendment and Restatement Deed, each of the Guarantors confirms that the provisions of the guarantee and indemnity contained in Clause 30 (Guarantee and Indemnity) of the Senior Facilities Agreement shall remain in full force and effect on and after the Amendment and Restatement Effective Date and shall apply equally to the obligations of the Obligors’ Agent under Clause 8 (Expenses and Stamp Duty) of this Amendment and Restatement Deed as if set out in full in this Amendment and Restatement Deed, save that references in the Senior Facilities Agreement to “this Agreement” shall be construed as references to the Senior Facilities Agreement as amended and restated by this Amendment and Restatement Deed.
5.	REPRESENTATIONS AND WARRANTIES

On the date of this Amendment and Restatement Deed and on the Amendment and Restatement Effective Date, the Obligors’ Agent, for and on behalf of each of the Obligors, represents and warrants to the Finance Parties the Repeating Representations.

6.	CONFIRMATION OF CONSENTS
6.1   The Agent confirms that, pursuant to Clause 45.1 (Amendments) of the Senior Facilities Agreement, it has obtained the written consent of (i) an Instructing Group and (ii) the Majority Lenders under the A Facility, to the amendments made to the Senior Facilities Agreement as incorporated and restated in Schedule 3 (Amended and Restated to Senior Facilities Agreement) and accordingly, with effect from the Amendment and Restatement Effective Date, such amendments shall be deemed made.
6.2   Each of the parties agrees and acknowledges that the amendments made to the Senior Facilities Agreement pursuant to this Amendment and Restatement Deed are not intended to constitute or create a novation of any rights and obligations of any person under the Senior Facilities Agreement. Save as expressly amended, the Senior Facilities Agreement shall continue in full force and effect, and, without limitation, all covenants and indemnities shall continue to apply in relation to any acts or breaches committed by any party prior to the date of this Amendment and Restatement Deed.
7.	CONTINUITY AND FURTHER ASSURANCE
7.1     Continuing Obligations
The provisions of the Senior Facilities Agreement shall, save as amended in this Amendment and Restatement Deed, continue in full force and effect.

3

7.2     Further Assurance
The Obligors’ Agent shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected pursuant to this Amendment and Restatement Deed.
8.	EXPENSES AND STAMP DUTY
8.1     The Obligors’ Agent shall reimburse the Agent on demand for all reasonable costs and expenses (including legal fees) together with any VAT thereon incurred by it in connection with the negotiation, preparation and execution of this Amendment and Restatement Deed and the transactions herein contemplated.
8.2     The Obligors’ Agent shall, from time to time on demand, reimburse the Agent, the Security Trustee, the Arrangers and the Lenders for all costs and expenses (including legal fees) together with any VAT incurred in or in connection with the preservation and/or enforcement of any of the rights of the Agent, the Security Trustee, the Arranger and the Lenders under this Amendment and Restatement Deed and any other document or agreement relating to this Amendment and Restatement Deed.
8.3     The Obligors’ Agent shall pay all stamp, registration and other taxes to which this Amendment and Restatement Deed, or any judgment given in connection with this Amendment and Restatement Deed, is or at any time may be subject and shall from time to time on demand of the Agent indemnify the Agent, the Security Trustee, the Arrangers and the Lenders against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax.
9.	MISCELLANEOUS
9.1     Incorporation of Terms
The provisions of Clause 41 (Remedies and Waivers), Clause 44 (Partial Invalidity), Clause 45 (Amendments), Clause 46 (Third Party Rights), Clause 48 (Governing Law) and Clause 49 (Jurisdiction) of the Senior Facilities Agreement shall be incorporated into this Amendment and Restatement Deed as if set out in full in this Amendment and Restatement Deed and as if references in those Clauses to “this Agreement” are references to this Amendment and Restatement Deed.
9.2     Counterparts
This Amendment and Restatement Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Amendment and Restatement Deed.

4

SCHEDULE 1

PART I – CONSENTING C FACILITY LENDERS

C1 Facility Lenders

ABN AMRO

AEGON - PINEHURST TRADING, INC

ALADDIN - BIRCHWOOD FUNDING

ALADDIN - LANDMARK CDO LIMITED

ALADDIN - LANDMARK II CDO

ALADDIN - LANDMARK III CDO LTD

ALLSTATE - AIMCO CDO 2000-A

ALLSTATE LIFE

ALLSTATE-AIMCO CLO, SRS 2005A

AMEX - CENTURION CDO 8

AMEX - CENTURION CDO 9

AMEX - CENTURION CDO II

AMEX - CENTURION CDO VII

AMEX - CENTURION VI

AMEX - CERTIFICATE CO

AMEX - IDS LIFE INS

AMEX - SEQUILS - CENTURION V

ARES ENHANCED INV. STRAT.

ARES III

ARES IV

ARES V

ARES VI CLO LTD.

ARES VIII CLO LTD

BABSON - CM LIFE

BABSON - LOAN FUNDING VIII

BABSON - MAPLEWOOD

BABSON CLO LTD 2004-I

BABSON CLO LTD. 2004-II

BANK OF MONTREAL

BLACKROCK - MAGNETITE IV

BLACKROCK - MAGNETITE V

BLACKROCK LIMITED DURATION

BLACKROCK SR INC SERIES

BLACKROCK TITANIUM

BLACKROCK-MAGNETITE

BLACKROCK-MAGNETITE III

BLACKROCK-MAGNETITE-CBO II

5

BLACKSTONE - LAFAYETTE SQ

BLACKSTONE-ESSEX PK(KATONAH 6)

CARLYLE HY PARTNERS II

CARLYLE HY PARTNERS III

CARLYLE HY PARTNERS IV

CARLYLE HY PARTNERS VI

CARLYLE HY PARTNERS VII

CARLYLE HY PARTNERS VIII

CARLYLE LOAN INVESTMENT LTD

CARLYLE LOAN OPPORTUNITY FUND

CGAM - CITIGROUP INV

CGAM - ECL

CITADEL HILL 2000 LTD.

CSAM - ATRIUM II

CSAM FUNDING I

CSAM FUNDING IV

CYPRESSTREE - HEWETT

CYPRESSTREE INTL LOAN HOLDING

DEERFIELD - BRYN MAWR CLO

DEERFIELD - FOREST CREEK

DEERFIELD - LONG GROVE CLO

DEERFIELD - ROSEMONT

DEERFIELD-MUIRFIELD TRAD

DENALI - CAP CLO III

DENALI - CAPITAL CLO IV, LTD

EATON VANCE - SFRT

EATON VANCE - TOLLI & CO.

EATON VANCE CDO III

EATON VANCE CDO V, LTD

EATON VANCE CDO VI

EATON VANCE FLTG RTE INC TRUST

EATON VANCE INST'L SENIOR

EATON VANCE VARIABLE

EATON VANCE VT FLOATING

EV - GRAYSON & CO

FIDELITY - BALLYROCK CLO II

FIDELITY ADV SER II FL RATE HI

FRANKLIN CLO I LTD

FRANKLIN CLO II LTD

FRANKLIN CLO III, LTD

FRANKLIN FLOAT RATE MS

FRANKLIN FLOATING RATE DAILY

GE CAPITAL CORP.

6

GENRE - KZH PONDVIEW LLC

GSO - FOXE BASIN CLO 2003 LTD

GULF STREAM - COMPASS CLO 2003

ING - ARCHIMEDES III

ING - NEMEAN CLO, LTD

ING - SEQUILS-ING I(HBDGM) LTD

ING INV-PRIME RATE TRUST

ING INV-SNR INCOME FUND

INVESCO - AIM FLOATING RATE FD

INVESCO - CHAMPLAIN CLO

INVESCO - KATONAH V, LTD.

INVESCO - LOAN FUNDING IX LLC

INVESCO - NAUTIQUE

INVESCO-AVALON CAPITAL LTD 3

INVESCO-CHARTER VIEW PORT

INVESCO-DCP

INVESCO-EURO CDO I

INVESCO-SAGAMORE CLO LTD.

INVESCO-SARATOGA CLO I, LTD

INVESCO-SEQUILS LIBERTY

LIGHTPOINT CLO 2004-1, LTD.

LONG LANE IV

LYON - INDOSUEZ CAPITAL VI

LYON - LCM II

LYON - LCM III

LYON - LCM IV

MASS MUTUAL - SIMSBURY

MASS MUTUAL - SUFFIELD CLO LTD

MASSACHUSETTS MUTUAL LIFE

MERRILL - LONGHORN

MERRILL - LONGHORN CDO III

MERRILL LYNCH INC STRAT PORT

MERRILL MASTER SENIOR FLOATING

MERRILL-FLTG RATE INC STRAT FD

MERRITT CLO HOLDING LLC

MJX - VENTURE II CDO 2002

MJX - VENTURE IV CDO LTD

MJX VENTURE CDO 2002

MORGAN STANLEY PRIME INCOME TR

NATEXIS BQES POP

NATL CITY BK CLEVELAND

NOMURA - CLYDESDALE 2003

NOMURA - CLYDESDALE CLO 2004

7

NOMURA BOND & LOAN FUND

PUTNAM - FLTG RATE INC FD

SANKATY - AVERY POINT

SANKATY - BRANT POINT 1999-1

SANKATY - BRANT POINT II

SANKATY - CASTLE HILL I

SANKATY - KATONAH II, LTD

SANKATY - KATONAH III, LTD

SANKATY - KATONAH IV, LTD

SANKATY - RACE POINT

SANKATY - RACE POINT II CLO

SANKATY HIGH YIELD PARTNERS II

SANKATY HIGH YIELD PRT III

SANKATY-HARBOUR TOWN FDG LLC

SENIOR DEBT PORTFOLIO - E.Vance

SHENKMAN - GM WELFARE

SHENKMAN - GMAM TRUST

STANFIELD - BRISTOL CLO, LTD

STANFIELD - CLO, LTD.

STANFIELD - RMF TRANSATLANTIC

STANFIELD - WINDSOR LOAN

STANFIELD ARBITRAGE CDO

STANFIELD CARRERA

STANFIELD MODENA CLO

STANFIELD QUATTRO CLO, LTD.

SUMITOMO TR

TRAVELERS COLUMBUS LOAN FUND

TRIMARAN CLO IV(FKA 47TH ST FU

TRIMARAN CLO V LTD

US BK NA

VENTURE III CDO 2002

VERITAS CLO 1 -RABO CHIRONCDOI

WB LOAN FUNDING 2 LLC

WELLS -FOOTHILL INCOME TRUSTII

WESTGATE - ARCHIMEDES IV

PUTNAM-BOSTON HARBOR CLO'04

8

C2 Facility Lenders

DEUTSCHE BANK AG

EATON VANCE CDO VII PLC

EUROCREDIT CDO 1, B.V.

EUROCREDIT CDO II BV

EUROCREDIT CDO III, B.V.

HARBOURMASTER CLO 5 B.V.

HARBOURMASTER CLO 6 B.V.

HARBOURMASTER CLO IV B.V.

HARBOURMASTER LOAN CORPORATION

LEVERAGED FI EUROPE CAP II,AMS

PIMCO - CLARENVILLE CDO S.A.

PIMCO - INTERCONTINENTAL CDO

PROMUS I

PROMUS II

9

PART II – D FACILITY LENDERS AND COMMITMENTS

	Additional D1 Facility	Additional D2 Facility
Lender	Commitments	Commitments
	($)	(€)
Deutsche Bank AG London	3,930,250.00	–

10

PART III – GUARANTORS

U.S. Guarantors

1.	ASAP Software Express, Inc.
2.	BTOP USA Corp.
3.	BTOPI Holding (U.S.)
4.	Buhrmann Swaps, Inc.
5.	Corporate Express Document & Print Management, Inc.
6.	Corporate Express Office Products, Inc.
7.	CE Philadelphia Real Estate, Inc.
8.	Corporate Express Promotional Marketing, Inc.
9.	Corporate Express of Texas, Inc.
10.	Corporate Express, Inc.
11.	License Technologies Group, Inc.

Dutch Guarantors

1.	Buhrmann Financieringen B.V.
2.	Buhrmann Fined B.V.
3.	Buhrmann N.V.
4.	Buhrmann II B.V.
5.	Buhrmann International B.V.
6.	Buhrmann Nederland B.V.
7.	Buhrmann Nederland Holding B.V.
8.	Tetterode-Nederland B.V.

11

9.	Veenman B.V.
10.	Buhrmann Office Products Nederland B.V.

Belgian Guarantors

Buhrmann SSC (Europe) N.V.

Luxembourg Guarantors

Buhrmann Luxembourg S.A.R.L.

12

SCHEDULE 2

CONDITIONS TO EFFECTIVENESS

1. Corporate Documents

In relation to the Obligors’ Agent:

(a)	a copy of its up to date constitutional documents and, if applicable, a good standing certificate or a certificate of a duly authorised officer of the Obligors’ Agent certifying that (i) none of the same has been amended, varied, revoked, rescinded or otherwise changed since a copy of the same was last delivered to the Agent and (ii) each of the same is in full force and effect;
(b)	a certificate of a duly authorised officer of the Obligors’ Agent stating that the resolutions and authorisations set out in the copy of the minutes of the duly convened, constituted and conducted meeting of the Company’s Executive Board held on 19 December 2003 delivered as a condition precedent to the first Utilisation under the Agreement, which approve the execution, delivery and performance of the Deed, have not been amended, modified, revoked or superseded and remain in full force and effect as at the date of this certificate; and
(c)	a duly completed certificate of a duly authorised officer of the Obligors’ Agent certifying that each copy document relating to it specified in this paragraph 1 is correct, complete and in full force and effect at a date no earlier than the Amendment and Restatement Effective Date.

2. Authorisations and Clearances

A copy of each Necessary Authorisation as is, in the opinion of counsel to the Lenders, necessary to render the Amendment and Restatement Deed legal, valid, binding and enforceable, to make the Amendment and Restatement Deed admissible in evidence in the Obligors’ Agent’s jurisdiction of incorporation and in England and to enable the Obligors’ Agent to perform its obligations thereunder.

3. Fees

Evidence that all fees and expenses (including legal fees) payable under this Amendment and Restatement Deed or in connection with this Amendment and Restatement Deed as at the Amendment and Restatement Effective Date have been paid or, as the case may be, will be paid by or on the Amendment and Restatement Effective Date.

4. Finance Documents

Original duly executed copies of this Amendment and Restatement Deed.

5. Legal Opinions

An opinion of:

13

(a)	White & Case, legal advisers to the Agent and the Arrangers on matters of English law;
(b)	Allen & Overy, legal advisers to the Obligors’ Agent on matters of the law of The Netherlands; and
(c)	Nauta Dutilh, legal advisers to the Agent and the Arrangers on matters of the law of The Netherlands,

in each case addressed to the Finance Parties.

14

SCHEDULE 3

AMENDED AND RESTATED SENIOR FACILITIES AGREEMENT

15

SIGNATORIES
The Parent and the Obligors’ Agent
EXECUTEDas aDEED		)
byBUHRMANN N.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
The Guarantors
EXECUTEDas aDEED		)
byBUHRMANN N.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

16

EXECUTED as a DEED		)
by ASAP SOFTWARE EXPRESS, INC.		)
acting by		)
Address:	850 Asbury Drive
	Buffalo Grove
	Illinois 60089
	United States
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byBTOP USA CORP.		)
acting by		)
Address:	Corporate Trust Center
	1209 Orange Street
	Wilmington, DE 19801
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byBTOPI HOLDING (U.S)		)
acting by		)
Address:	Six Parkway North, Suite 400
	Deerfield, IL 60015-2544
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byBUHRMANN SWAPS, INC.		)
acting by		)
Address:	1 Environmental Way
	Broomfield, Colorado
	80021-3416
	United States
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

17

EXECUTEDas aDEED		)
byCORPORATE EXPRESS DOCUMENT		)
& PRINT MANAGEMENT, INC.		)
acting by		)
Address:	4205 South 96th Street
	Omaha
	NE 68127
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTED as a DEED
by CORPORATE EXPRESS OFFICE
PRODUCTS, INC.
acting by
Address:	1 Environmental Way
	Broomfield, Colorado
	80021-3416
	United States
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byCE PHILADELPHIA REAL		)
ESTATE, INC.		)
acting by		)
Address:	1 Environmental Way
	Broomfield, Colorado
	80021-3416
	United States
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

18

EXECUTEDas aDEED		)
byCORPORATE EXPRESS		)
PROMOTIONAL MARKETING, INC.		)
acting by		)
Address:	1400 North Price Road
	St. Louis
	MO 631332
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byCORPORATE EXPRESS OF TEXAS,		)
INC.		)
acting by		)
Address:	6400 Hollister Road
	Houston
	TX 77040
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byCORPORATE EXPRESS, INC.		)
acting by		)
Address:	1 Environmental Way
	Broomfield, Colorado
	80021-3416
	United States
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma

19

EXECUTEDas aDEED		)
byLICENSE TECHNOLOGIES GROUP,		)
INC.		)
acting by		)
Address:	850 Ashbury Street
	Buffalo Grove, IL 60099
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byBUHRMANN FINANCIERINGEN B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma

EXECUTEDas aDEED		)	)
byBUHRMANN FINED B.V.		)	)
acting by		)	)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

20

EXECUTEDas aDEED		)
byBUHRMANN II B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma

EXECUTEDas aDEED		)
byBUHRMANN INTERNATIONAL B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byBUHRMANN NEDERLAND B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

21

EXECUTEDas aDEED		)
byBUHRMANN NEDERLAND		)
HOLDING B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma

EXECUTEDas aDEED		)
byTETTERODE-NEDERLAND B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTEDas aDEED		)
byVEENMAN B.V.		)
acting by		)
Address:	Hoogoorddreef 62
	1101 BE Amsterdam
	P.O. Box 23456
	1100 DZ Amsterdam
	The Netherlands
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

22

EXECUTEDas aDEED		)
byBUHRMANN OFFICE PRODUCTS		)
NEDERLAND B.V.		)
acting by		)
Address:	Rondebeltweg 102
	1329 BH Almere
	The Netherlands
Fax:	+ 31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTED as a DEED		)
by BUHRMANN SSC (Europe) N.V.		)
acting by		)
Address:	Ilgat 9
	3500 Hasselt
	Belgium
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma
EXECUTED as a DEED		)
by BUHRMANN LUXEMBOURG S.A.R.L.		)
acting by		)
Address:	Ilgat 9
	3500 Hasselt
	Belgium
Fax:	+31 20 651 10 17
Attention:	Mr C. Bangma

23

The Agent

DEUTSCHE BANK AG LONDON
By:
By:
Address:	Winchester House
	1 Great Winchester Street
	London EC2N 2DB
Fax:	+ 44 20 7547 6419/5703
Attention:	Christopher Benham/Craig Hoepfl
The Security Trustee
DEUTSCHE BANK AG LONDON
By:
By:
Address:	Winchester House
	1 Great Winchester Street
	London EC2N 2DB
Fax:	+44 20 7547 6419/5703
Attention:	Christopher Benham/Craig Hoepfl
The Consenting C Facility Lenders
DEUTSCHE BANK AG LONDON,
as Agent, for and on behalf of the Consenting C Facility Lenders
By:
By:
Address:	Winchester House
	1 Great Winchester Street
	London EC2N 2DB
Fax:	+44 20 7547 6419/5703
Attention:	Christopher Benham/Craig Hoepfl

24

The D Facility Lenders
DEUTSCHE BANK AG LONDON,
By:
By:
Address:	Winchester House
	1 Great Winchester Street
	London EC2N 2DB
Fax:	+ 44 20 7547 6419/5703
Attention:	Christopher Benham/Craig Hoepfl

25