F-4

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on April 8, 2005

Registration No. 333-117584

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BUHRMANN US INC.
(Exact name of co-registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 5110
(Primary Standard Industrial
Classification Number) 06-1560597
(IRS Employer Identification Number)

SEE TABLE OF ADDITIONAL REGISTRANTS BELOW

Buhrmann NV
Hoogoorddreef 62, 1101 BE Amsterdam ZO, The Netherlands, (011) 31-20-651 11 11
(Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)

CT Corporation System
111 Eighth Avenue, New York, New York 10011, (212) 894 8400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Alexander F. Cohen
Bryant Edwards
Latham & Watkins
99 Bishopsgate, London EC2M 3XF, United Kingdom, (011) 44 20 7710 1000

Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
77/8% Senior Subordinated Notes due 2015	$150,000,000	100%	$150,000,000	$17,655
Guarantee of 77/8% Senior Subordinated Notes due 2015(1)	(3)	(3)	(3)	(3)
Total	$150,000,000	100%	$150,000,000	$17,655

(1)

The issuers of the guarantees are listed below in the Table of Additional Registrants.

(2)

Estimated solely for the purposes of computing the registration fee, pursuant to Rule 457(f) under the Securities Act of 1933.

(3)

In accordance with Rule 457(n) under the Securities Act of 1933, no separate fee for the registration of the guarantees is required.

The co-registrants hereby amend this Registration Statement on the date or dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on the date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrant as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
Buhrmann N.V.	The Netherlands	Not applicable
Buhrmann Financieringen B.V.	The Netherlands	Not applicable
Buhrmann Fined B.V.	The Netherlands	Not applicable
Buhrmann II B.V.	The Netherlands	Not applicable
Buhrmann International B.V.	The Netherlands	Not applicable
Buhrmann Nederland B.V.	The Netherlands	Not applicable
Buhrmann Nederland Holding B.V.	The Netherlands	Not applicable
Tetterode-Nederland B.V.	The Netherlands	Not applicable
Veenman B.V.	The Netherlands	Not applicable
Buhrmann Office Products Nederland B.V.	The Netherlands	Not applicable
Buhrmann Europcenter N.V.	Belgium	Not applicable
Buhrmann Luxembourg S.A.R.L.	Luxembourg	Not applicable
ASAP Software Express, Inc.	Illinois	36-3328437
BTOP USA Corp.	Delaware	36-4265153
BTOPI Holding (U.S.)	Delaware	36-4271823
Buhrmann Swaps, Inc.	Delaware	51-0394363
Corporate Express Document & Print Management, Inc.	Nebraska	47-0445942
Corporate Express Office Products, Inc.	Delaware	84-1248716
CE Philadelphia Real Estate, Inc.	Delaware	84-1492344
Corporate Express Promotional Marketing, Inc.	Missouri	43-1540873
Corporate Express of Texas, Inc.	Delaware	74-1926921
Corporate Express, Inc.	Colorado	84-0978360
License Technologies Group, Inc.	Delaware	36-4378040

(1)

The address and telephone number for each of the additional registrants is Buhrmann NV, Hoogoorddreef 62, 1101 BE Amsterdam ZO, The Netherlands, (011) 31-20-651 11 11.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor a solicitation or an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 8, 2005

PROSPECTUS

BUHRMANN US INC.

Offer to Exchange

$150,000,000 principal amount of its 7⁷/8% Senior Subordinated Notes due 2015
which have been registered under the Securities Act
for any and all of its outstanding 7⁷/8% Senior Subordinated Notes due 2015

        Buhrmann US Inc. is offering to exchange all of its outstanding 7⁷/8% Senior Subordinated Notes due 2015, which we refer to as the old notes, for our registered 7⁷/8% Senior Subordinated Notes due 2015, which we refer to as the exchange notes, or the Notes. The terms of the exchange notes are identical to the terms of the old notes, except that the exchange notes have been registered under the Securities Act of 1933 and, therefore, are freely transferable. We will pay interest on the Notes on March 1 and September 1, commencing September 1, 2005. The Notes will mature on March 1, 2015.

        We may redeem the Notes at any time on or before March 1, 2010, in whole or in part, by paying a "make whole" premium. We may redeem the Notes at any time on or after March 1, 2010 by paying a specified premium. In addition, until March 1, 2008, we may redeem up to 35% of the Notes with the net proceeds of certain equity offerings. If we undergo a change of control or sell certain of our assets, we may be required to offer to purchase Notes from holders. The Notes will be unsecured and subordinated to all of Buhrmann US Inc.'s existing and future senior debt. The Notes will be guaranteed on a senior subordinated basis by Buhrmann NV and substantially all of its existing and future U.S. subsidiaries and certain of its material non-U.S. subsidiaries.

The principal features of the exchange offer are as follows:

•

The exchange offer expires at 5:00 p.m., New York City time, on                  , 2005, unless extended.



•

We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.



•

The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.



•

We will not receive any proceeds from the exchange offer.



•

We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

        Investing in the Notes involves a high degree of risk. Please see "Risk Factors," beginning on page 19 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                  , 2005.

[Inside front cover]

TABLE OF CONTENTS

        Each broker-dealer that receives the exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days following the effective date of the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

PROSPECTUS SUMMARY

In this prospectus, we refer to Buhrmann US Inc., the issuer of the Notes, as the "Issuer." Use in this prospectus of the terms "we," "us," "our," the "Buhrmann Group," the "Group," "Buhrmann" and the "Company" refer to Buhrmann NV and its subsidiaries on a consolidated basis except where otherwise specified or clear from the context.

The following summary contains basic information about Buhrmann, the Issuer and the exchange offer. It likely does not contain all of the information that is important to you. For a more complete understanding of us and this exchange offer, we encourage you to read this entire prospectus carefully, including the "Risk Factors" section and our consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

Our Company

General

        Buhrmann is an international business-to-business services and distribution group, supplying office products and graphic systems and related services for the business market. A combination of modern Internet technology and advanced logistic processes allows Buhrmann to distribute its products in an efficient way. Internet sales account for a growing proportion of our total sales.

        The Issuer, a wholly-owned subsidiary of Buhrmann NV, is a holding company of certain North American subsidiaries of the Group. In addition, it operates primarily as a financing subsidiary for the Group on a global level. It does not conduct any ordinary business operations.

        We believe we are a market leader based on revenue, in the business-to-business market for office products in North America and Australia. We operate in these markets mostly under the name Corporate Express. In Europe, we believe that Corporate Express is one of the market leaders, based on revenue. Furthermore, we believe that we are one of the largest independent distributors of graphic systems in Europe, based on revenue.

        Buhrmann generated sales in 2004 of €5.5 billion. At the end of 2004, Buhrmann had approximately 18,000 employees in 18 countries.

Office Products

        Buhrmann believes that it is one of the world leaders in the sale, distribution and service of office and computer products to the business market, based on revenue. Products of this type are ideally suited for Internet selling. The vast majority of Buhrmann's customers have Internet access. Orders can be placed more easily, efficiently and accurately via the Internet than using traditional methods such as telephone or fax, where there is a greater risk of incorrect data input. The costs are also lower as the process circumvents a number of administrative tasks. Customers place e-commerce orders by accessing one of our websites. Buhrmann arranges next-day on-site delivery. Due to the geographical spread of its activities, Buhrmann is able to offer a high level of service to companies operating on a worldwide basis.

Graphic Systems

        Buhrmann's graphic systems business is active in six European countries, supplying graphic machines, materials and related services to the graphic industry. Buhrmann is an authorized distributor for Heidelberger Druckmaschinen AG (Heidelberg). In addition to the well-known Heidelberg presses, Buhrmann sells pre-press systems, cutting, folding and binding equipment and also supplies consumables, such as ink and spare parts.

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Our Strengths

        We believe that we have a number of key strengths that differentiate us from our competitors:

Leading market positions

        Based on our market knowledge, we believe we continue to be a leader in the U.S. business-to-business office products market. We believe we are the number two supplier of office products in Canada and the number one business-to-business supplier of office products in the fast-growing Australian market. Furthermore, we believe we are among the market leaders in Germany, Benelux, Ireland and Italy. Our market leadership reflects a high level of service and delivery capabilities, cost competitiveness and improved profitability, mostly driven by advantageous pricing on supply purchases and a low-cost infrastructure system. Over the past four years we have demonstrated our ability to maintain our market leadership globally amid a challenging trading environment.

Global office products solution provider

        We are focused on operating a leading global business-to-business office products business in the world's developed economies. Both organic growth and add-on acquisitions have served to develop our operations into a global office products solutions provider, without any manufacturing or retail activities. Our closest competitors, both in Europe and North America, such as Staples Inc., OfficeMax Inc. and Office Depot, Inc., are not pure business-to-business competitors but also derive a significant portion of their sales from other activities such as retail and direct mail. In addition, none of our competitors have the same geographic spread. We believe our business model allows effective client service with a lower investment level than that required by retailers. We offer our customers next-day delivery and high service quality through our broad distribution network.

Broad product range

        We have a broad product line in our core Office Products business, comprising office products, computer and imaging supplies (including copiers, fax machines and printers), furniture, promotional marketing products, forms management services and, increasingly in 2003 and 2004, facility, break room and safety supplies. The catalog for our Office Products North America Division provides a comprehensive selection of about 13,000 stock keeping units (SKUs) in the core categories of office and computer supplies. The pan-European catalog for our Office Products Europe Division contains 2,800 SKUs in the core categories of office and computer supplies, while the main catalogs in our three largest European markets provide a comprehensive selection of about 6,000 SKUs.

        We offer brands such as 3M, Microsoft and Hewlett-Packard, as well as our own private-label brands, such as "Corporate Express." We also have access, through eCommerce and other ordering systems, to thousands of additional SKUs of office supplies, computer supplies and catalog furniture. We believe that this broad product range provides our customers with a one-stop shopping solution for their office products needs.

Extensive logistics infrastructure

        We have developed an extensive and advanced logistics infrastructure in our core Office Products business segment. Our North American and European Office Products Divisions receive orders through eCommerce, as well as by traditional forms such as telephone and fax. We distribute our products from a network of distribution centers. We believe that our extensive logistics infrastructure and our large geographic spread allow us to achieve first-time fill rates of approximately 99% and 95% in North America and Europe, respectively, and to service our international customers on a global basis.

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Sophisticated eCommerce platforms

        Our investments in eCommerce and internal systems have yielded operational efficiencies benefiting our customers and we believe have helped differentiate ourselves from our competitors. Our eCommerce platforms in North America, Europe and Australia provide customers with sophisticated business-to-business capabilities that improve the customers' overall ability to fulfill and track orders as well as to reduce their supply chain expenses.

Strong cash generation

        Our business has been strongly cash generative as a result of our continued focus on operational efficiency and cost control, together with our focused working capital and capital expenditure management. Through cash generation and the sale of assets, from January 1, 2002 to December 31, 2004, we reduced net debt by approximately €1.3 billion. Efficient cost control measures implemented in our business through continued streamlining of our operations and focus on profitability on a customer by customer basis have enabled us to maintain stable margins over the last three years in spite of the challenging market environment. From the four-quarters ended December 31, 2001 to the four-quarters ended December 31, 2004, excluding the Paper Merchanting Division which we sold with effect from October 31, 2003, we reduced our working capital from 12.2% to 9.5% of sales. We have also reduced capital expenditure significantly from € 106 million in 2001, excluding the divested Paper Merchanting Division, to €59 million in 2004.

Experienced and committed management team

        We have an experienced management team with a strong track record of successfully integrating businesses in the office products industry. The experience and depth of our management team has been a key factor in our developing and maintaining leadership positions in the markets in which we participate. The management team has also been successful in integrating acquisitions and carrying out divestments over the past years.

Our Strategy

Continued focus on growth

        We continue to focus on growth in our existing businesses through the consolidation of our leadership in the large account segment, the penetration of the mid-market segment, the further growth of our private brand product ranges and the extension of our product range across all our geographic markets. We may support the growth in our existing businesses with selective acquisitions. Over the past five years we have demonstrated the flexible and efficient nature of our business model through the successful integration of three significant acquisitions (namely Corporate Express, the office products business of US Office Products Company (USOP) and the office products division of Samas Groep NV (Samas)), as well as a number of smaller acquisitions. Following up on these successful experiences, Buhrmann intends to pursue this balanced strategy.

Increase sales by leveraging global service capabilities

        Buhrmann intends to increase sales through continued emphasis on service quality across all of its business segments. Buhrmann believes that, in its Office Products business segment, service quality (for example fill rates, lead time, delivery reliability and a high degree of customization of ordering processes through adaptive information technology solutions) and the ability to provide a breadth of product offerings in a large number of markets are the key criteria that its customers consider when selecting suppliers for office products. Buhrmann believes that it will further strengthen its position with businesses and institutions in North America, Europe and Australia, as these entities increasingly demand single-source suppliers for their global office product needs. Furthermore, Buhrmann has also

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been stepping up efforts to reach out to small- and medium-sized office supplies customers who can benefit from a total supply solution. Buhrmann can help these customers fulfill their sourcing needs in addition to lowering their overall supply chain costs.

Consolidate market positions

        In our core Office Products business segment aimed at strategic and large-accounts, we will continue to consolidate our prominent market positions, while increasing our global contract business through which we provide office products sourcing coverage for global customers who operate in our North American, European and Australian markets.

Extend product lines

        By further leveraging its distribution network through product range extensions including forms, promotional items, facility, break room and safety supplies, Buhrmann has expanded its product lines. We will continue to focus on broadening our product line in order to further increase growth in our existing business.

Extend our customer base

        We believe that in our major geographical markets the strategic and large accounts market segment represents approximately 80% of our total sales. Small- and medium-sized companies account for the remainder of our total office product sales. We seek to increase sales to small- and medium-sized companies with a goal of increasing our overall customer base across different market segments and to utilize more fully the capacity of our distribution infrastructure.

Expand private brand

        Buhrmann has also successfully introduced private brand product ranges, of which the "Corporate Express" brand name is the most important. The extension of the private brand range has positively impacted gross margins and operational profitability and we believe it represents a profit growth opportunity which Buhrmann will continue to exploit.

Extend preferred supplier relations

        Buhrmann actively pursues a strategy of working with fewer, more strategic suppliers for a growing number of product categories. Category management is an essential part of our merchandising strategy. By strategically sourcing a core range of consumable supplies for our customers' business environment from preferred suppliers, we are able to streamline the supply chain and improve our cost base. This preferred supplier initiative has positively impacted gross margins and operational profitability and we believe it represents a profit growth opportunity which Buhrmann will continue to exploit.

Focus on improving operating margins

        Buhrmann has identified opportunities to improve the operating margins in each of its business segments. In the Office Products Divisions, Buhrmann will try to improve operating margins by (i) engaging in targeted marketing programs to increase sales of value-added products that carry higher margins, (ii) eliminating unprofitable product lines and (iii) centralizing or regionalizing certain administrative and operational functions. In the Graphic Systems Division, Buhrmann will continue to develop its services, supplies and spare parts (Triple S) in order to reduce the effects of the cyclicality of equipment sales on the operating margin of this Division.

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Risks Associated With Our Strategy

        You should also consider the risks we face that could limit our ability to implement our business strategies, including:

•

a reduction in the number of white collar workers employed by our customers or a reduction in the spending per white collar worker could adversely affect growth in our existing businesses;



•

if we do not efficiently manage our growth, whether through organic growth or as a result of acquisitions, we may not fully realize the expected growth of our revenues;



•

the terms of our debt may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and may limit our ability to, among other things, make acquisitions;



•

if we are unable to maintain and improve our information systems in a timely manner in order to correctly and efficiently process and distribute customers' orders on a global basis, this could adversely affect our ability to successfully leverage our global service capabilities;



•

the highly competitive nature of the markets in which we operate, combined with the fact that many of our competitors offer the same or similar products, could adversely affect our ability to extend our customer base and maintain our existing customers resulting in a loss of market share; and



•

our strategy for the improvement of operating margins relies on the successful implementation of certain measures which may not be sufficiently realized.

        In addition, while we may implement individual elements of our strategies, the benefits derived from such implementation may be mitigated in part, or in whole, if we suffer from one or more of the risks described in this prospectus. As a result of these or other risks, we may decide to alter or discontinue aspects of our strategy and may adopt alternative or additional strategies. Any failure to successfully implement our strategies could adversely affect our business, results of operation or financial condition. See "Risk Factors" and "Cautionary Notice Regarding Forward-Looking Statements."

The Recapitalization Transaction

        The old notes were offered as part of a recapitalization of Buhrmann. As part of this recapitalization plan, we issued the old notes, and we also:

•

issued rights to purchase 39,312,904 of our Ordinary Shares (the Rights Issue); and



•

repurchased the outstanding Preference Shares C held by, among others, Apollo Investment Fund IV, L.P. and certain Apollo affiliates (Apollo) and certain affiliates of Bain Capital, LLC (Bain).

        These transactions are collectively referred to as the Recapitalization Transaction.

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Sources and Uses of Funds

        The following table sets forth the sources and uses of funds in connection with the Recapitalization Transaction.

Sources	Amount		Amount		Uses	Amount		Amount
	(in millions)		(in millions)(1)			(in millions)		(in millions)(1)
Cash	€	55	$	71	Repurchase of Preference Shares C(2)	€	400	$	520
Old Notes(3)		114		149	Estimated fees and expenses		19		25
Rights Issue		250		325			—		—
Total sources	€	419	$	545	Total uses	€	419	$	545

(1)

Using an euro to U.S. dollar exchange rate of €1.00 = $1.30 at December 31, 2004, the rate at which the repurchase of the Preference Shares C was completed on March 31, 2005.

(2)

Composed of 43,628 Preference Shares C with a book value of €339 million (approximately $462 million).

(3)

The old notes were offered at a discount resulting in lower net proceeds.

        You should read "Use of Proceeds" and "Capitalization" for a more detailed description of the expected use of proceeds and our adjusted capitalization respectively.

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Our Corporate Structure

        The diagram below depicts, in simplified form, our corporate and financing structure following completion of the offering of the old notes, the Rights Issue and the Recapitalization Transaction. The diagram does not show all of the guarantors of the Notes offered hereby, all of our non-guarantor affiliates and subsidiaries or all of our indebtedness. Please refer to "Principal Shareholders," "Description of Certain Indebtedness," and "Description of the Notes," for more information.

(1)

For a complete list of the guarantors of the Notes, see "Description of the Notes—Certain Definitions—Guarantors."

(2)

As part of a senior credit facility (Senior Credit Facility), we have a €255 million committed revolving credit facility, of which, at December 31, 2004, approximately €180 million was available for borrowing, subject to customary borrowing conditions. Availability is reduced by outstanding letters of credit in an aggregate amount of €75 million, at December 31, 2004. All term loans under the Senior Credit Facility are referred to in this prospectus as the "Term Loans".

(3)

For a detailed description of the Senior Credit Facility, see "Description of Certain Indebtedness—The Senior Credit Facility."

(4)

Our operating companies sell their accounts receivable to Buhrmann Silver SA and Buhrmann Silver US LLC. For a detailed description of our receivables securitization, see "Description of Certain Indebtedness—Accounts Receivable Securitization Program."

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The Offering of the Old Notes

        On March 2, 2005, Buhrmann US Inc. completed an offering of $150 million in aggregate principal amount of 7⁷/8% senior subordinated notes due 2015, which was exempt from registration under the Securities Act.

Old Notes	Buhrmann US Inc., sold the old notes to Deutsche Bank Securities Inc., BNP PARIBAS and ING Bank N.V., London Branch, the initial purchasers, on March 2, 2005. The initial purchasers subsequently resold the old notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
Registration Rights Agreement	In connection with the sale of the old notes, we, Buhrmann N.V. and the subsidiary guarantors, which together we refer to as the guarantors, entered into a registration rights agreement with the initial purchasers. Under the terms of that agreement, we agreed to:
	•	file a registration statement for the exchange offer and the exchange notes within 120 days after the date on which the old notes were purchased by the initial purchasers;
	•	use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act within 180 days after the date on which the old notes were purchased by the initial purchasers; and
	•	file a shelf registration statement for the resales of the old notes or the exchange notes, as the case may be, under certain circumstances and use our reasonable best efforts to cause such shelf registration statement to be declared effective under the Securities Act.
	If we and the guarantors fail to meet any of these requirements, it will constitute a default under the registration rights agreement and we and the guarantors must pay additional interest on the Notes of up to 0.50% per annum for the first 90-day period after any such default. This interest rate will increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all such defaults have been cured, up to a maximum additional interest rate of 1.0% per annum. The exchange offer is being made pursuant to the registration rights agreement and is intended to satisfy the rights granted under the registration rights agreement, which rights terminate upon completion of the exchange offer.

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Summary of the Exchange Offer

The summary below describes the principal terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. The section of this prospectus entitled "The Exchange Offer" contains a more detailed description of the exchange offer.

Exchange Offer	$1,000 principal amount of exchange notes will be issued in exchange for each $1,000 principal amount of old notes validly tendered.
Resale	Based upon interpretations by the staff of the SEC set forth in no-action letters issued to unrelated third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred to you without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, unless you:
	•	are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act of 1933;
	•	are a broker-dealer who purchased the old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act of 1933;
	•	acquired the exchange notes other than in the ordinary course of your business; or
	•	have an arrangement with any person to engage in the distribution of exchange notes.
	However, we have not submitted a no-action letter and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                  2005, which we refer to as the expiration date, unless we, in our sole discretion, extend it.
Conditions to the Exchange Offer	The exchange offer is subject to several customary conditions, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Old Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal, and mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus and it the letter of transmittal.

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	We will accept for exchange any and all old notes that are properly tendered in the exchange offer prior to the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See "The Exchange Offer—Terms of the Exchange Offer."
Special Procedures for Beneficial Owners	If you are the beneficial owner of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender in the exchange offer, you should contact the person in whose name your old notes are registered and promptly instruct the person to tender on your behalf.
Guaranteed Delivery Procedures	If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your old notes according to the guaranteed delivery procedures. For additional information, you should read the discussion under "The Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	The tender of the old notes pursuant to the exchange offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
Acceptance of Old Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept old notes which are properly tendered in the exchange offer and not withdrawn prior to the exchange date. The exchange notes will be delivered promptly following the expiration date.
Effect of Not Tendering	Any old notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the old notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the old notes under the U.S. federal securities laws. See "The Exchange Offer—Effect of Not Tendering."
Interest on the Exchange Notes and the Old Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the notes, or, if no interest has been paid, from March 2, 2005. Interest on the old notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

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Material United Stated Federal Tax Considerations	The exchange of the old notes for otherwise identical debt securities registered under the Securities Act pursuant to the exchange offer should not constitute a taxable exchange, and such holders should not recognize any taxable gain or loss or any interest income for U.S. federal income tax purposes as a result of the exchange. See "Material United Stated Federal Tax Considerations."
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	The Bank of New York, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.

11

Summary of the Exchange Notes

The following is a brief summary of the terms of the exchange notes. The financial terms and convenants of the exchange notes are the same as the old notes. For a more complete description of the terms of the exchange notes, see "Description of the Notes".

Issuer	Buhrmann US Inc.
Securities Offered	$150,000,000 principal amount of 77/8% senior subordinated notes due 2015.
Maturity	March 1, 2015.
Interest Rate	77/8% per year (calculated using a 360-day year).
Interest Payment Dates	March 1 and September 1, beginning on September 1, 2005. Interest will accrue from the issue date of the Notes.
Ranking	The Notes will be unsecured senior subordinated obligations of the Issuer and will rank junior to its existing and future senior debt. The guarantees by each Guarantor will be subordinated to its existing and future senior debt. As of December 31, 2004 pro forma for the completion of the offering of the old notes and related transactions, the Issuer and the Guarantors would have had €636 million of senior debt. In addition, the Issuer has:
	•	approximately €180 million of additional borrowings under the committed revolving credit facility portion of the Senior Credit Facility;
	•	approximately €65 million of additional borrowings under the uncommitted revolving credit facility portion of the Senior Credit Facility; and
	•	approximately $247 million of additional borrowings under the uncommitted term loan facility portion of the Senior Credit Facility.
	The Notes will rank pari passu in right of payment with:
	•	approximately €115 million of indebtedness represented by Buhrmann's 2% Subordinated Convertible Bonds due 2010; and
	•	$150 million of indebtedness represented by the Issuer's 81/4% Senior Subordinated Notes due 2014.
Guarantees	Buhrmann NV, and substantially all of Buhrmann NV's existing and future U.S. subsidiaries and certain of its material non-U.S. subsidiaries, will unconditionally guarantee the Notes on a senior subordinated basis. If we create or acquire a new subsidiary and that subsidiary becomes an obligor under the Senior Credit Facility, it will guarantee the Notes unless we designate the subsidiary as an "unrestricted subsidiary" under the indenture or the subsidiary does not have significant assets.

12

Optional Redemption	Until March 1, 2010 the Issuer may redeem all or a part of the Notes by paying a "make whole" premium. Thereafter the Issuer may redeem some or all of the Notes at the redemption prices listed in the "Description of the Notes" section under the heading "Optional Redemption," plus accrued interest.
	At any time, which may be more than once, before the third anniversary of the issue date of the Notes, the Issuer can choose to redeem up to 35% of the outstanding Notes with money that we raise in one or more equity offerings, as long as:
	•	it pays 107.875% of the face amount of the Notes, plus accrued and unpaid interest, if any;
	•	it redeems the Notes within 60 days of completing the equity offering; and
	•	at least 65% of the aggregate principal amount of Notes issued remains outstanding afterwards.
	The Issuer may also redeem the Notes in whole, but not in part, at any time, upon giving proper notice, if changes in tax laws impose certain withholding taxes on amounts payable on the Notes. If the Issuer decides to do this, it must pay you a price equal to the principal amount of the Notes, plus interest and certain other amounts. See "Description of the Notes—Redemption of Notes for Changes in Withholding Taxes."
Change of Control Offer	If a change of control occurs, the Issuer must give holders of the Notes the opportunity to sell the Issuer their Notes at 101% of their face amount, plus accrued interest. The Issuer might not be able to pay you the required price for Notes you present to it at the time of a change of control, because:
	•	it might not have enough funds at that time; or
	•	the terms of its senior debt may prevent it from paying.
Asset Sale Proceeds	Upon the consummation of an asset sale, we generally must invest the net cash proceeds from such sales in our business within a period of time, prepay senior debt or make an offer to purchase a principal amount of the Notes with the excess net cash proceeds. The purchase price of the Notes will be 100% of their principal amount, plus accrued interest.
Certain Indenture Provisions	The indenture governing the Notes will contain covenants limiting our, and most or all of our subsidiaries', ability to:
	•	incur additional debt;
	•	pay dividends or distributions on our common shares or repurchase our common shares;
	•	pay dividends or distributions on our preference shares or repurchase our preference shares;
	•	issue stock of subsidiaries;

13

	•	make certain investments;
	•	create liens on our assets to secure debt;
	•	enter into transactions with affiliates;
	•	merge or consolidate with another company; and
	•	transfer and sell assets.
	These covenants are subject to a number of important limitations and exceptions.
Risk Factors	Investing in the Notes involves substiantial risks. See "Risk Factors" beginning on page 19 of this prospectus for a description of certain of the risks you should consider before investing in the Notes.

        Our principal executive offices are located at Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands, and our telephone number is +31-20-651-1111, and our website is www.buhrmann.com. Information included on our website does not form part of this prospectus.

14

Summary Consolidated Financial and Other Data

        The following tables present selected financial data for Buhrmann as of and for the years ended December 31, 2002, 2003 and 2004. The selected consolidated financial data should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. The selected financial data set forth below is presented in accordance with Dutch GAAP and, where specified, in accordance with U.S. GAAP. For a discussion of the material differences between Dutch GAAP and U.S. GAAP, as applicable to Buhrmann, please see note 34 to our consolidated financial statements included elsewhere in this prospectus. Additionally, please see "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Major Events" and "—Acquisitions and Divestments" for a description of major events and significant acquisitions or divestments that may affect the comparability of the results of operations presented below.

        We note that under Dutch GAAP, as from January 1, 2002, the results from discontinued operations are included in operating results until the date the operations are actually sold (prior to 2002, such results were included until the moment the divestment decision was made), whereas under U.S. GAAP, the results from discontinued operations are presented separately from continuing operations. Accordingly, under U.S. GAAP, the consolidated statements of income for previous years are restated for discontinuance of an operation. The Paper Merchanting Division, which was sold with effect from October 31, 2003, qualifies as a discontinued operation.

		Year ended December 31,
		2002			2003			2004			2004(1)
		(in millions, except ratios)
		(audited)
Statement of Income Data:
Amounts in accordance with Dutch GAAP
	Net sales	€	9,948		€	8,053		€	5,539		$	7,499
	Added value		2,253			1,854			1,476			1,999
	Impairment of goodwill		(573	)		(53	)		—			—
	Operating result		(301	)		171			161			218
	Result from operations before taxes		(500	)		(86	)		58			79
	Total taxes		(18	)		68			33			45
	Total results from participations and other financial results		16			(102	)		6			8
	Total minority interests		(12	)		(12	)		(17	)		(22	)
	Net result from operations		(514	)		(132	)		80			109
	Extraordinary result after tax		(74	)		—			—			—
	Net result	€	(588	)	€	(132	)	€	80		$	109
Amounts in accordance with U.S. GAAP
	Net sales(2)	€	6,967		€	5,840		€	5,550		$	7,514
	Operating result(2)		(718	)		182			213			288
	Result from continuing operations(2)		(849	)		(59	)		104			141
	Discontinued operations(2)		(92	)		(249	)		4			5
	Net result before cumulative effect of change in accounting principles(2)		(941	)		(308	)		108			146
	Cumulative effect of change in accounting principles, after tax(2)		—			(29	)		—			—
	Net result(2)	€	(941	)	€	(337	)	€	108		$	146

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Balance Sheet Data (at period end):
Amounts in accordance with Dutch GAAP
	Working capital	€	1,103		€	456	€	419	$	567
	Total assets		5,409			3,677		3,481		4,713
	Long-term debt		1,678			949		822		1,112
	Group equity		1,811			1,484		1,474		1,996
Amounts in accordance with U.S. GAAP
	Total assets(2)	€	5,607		€	3,791	€	3,683	$	4,986
	Long-term debt		1,678			949		862		1,167
	Group equity(2)		1,910			1,504		1,530		2,071
Other Data (unaudited):
Amounts derived from Dutch GAAP
	EBITDA(3)	€	(216	)	€	213	€	280	$	379
	Ratio of earnings to fixed charges(4)		—			0.18x		1.21x		1.21x
Amounts derived from U.S. GAAP
	EBITDA(3)	€	(621	)	€	37	€	291	$	394
	Ratio of earnings to fixed charges(4)		—			0.69x		1.67x		1.67x

(1)

Certain euro amounts for 2004 have been translated into United States dollars at the Noon Buying Rate at December 31, 2004 of 1.3538 U.S. dollars to the euro. Such translations should not be construed as a representation that the euro amounts represent, or have been or could be converted into, United States dollars at that or any other rate.

(2)

Several U.S. GAAP adjustments have been made to net result under Dutch GAAP to comply with U.S. GAAP. These adjustments have been made, among other things, to:

•

recognize discontinuance of certain operations;

•

recognize goodwill on acquisitions that was previously written off to equity;

•

adjust goodwill for restructuring and integration provisions that did not qualify under U.S. GAAP;

•

reverse restructuring and integration provisions and other provisions not allowed under U.S. GAAP;

•

amortize intangible assets;

•

write-off capitalized software;

•

add extraordinary items to operating income;

•

record derivative instruments at fair value;

•

recognize pension assets;

•

defer revenue for timing differences in recognition;

•

write-off and amortize financing fees;

•

expense operating lease payments on a straight-line basis;

•

as of 2002, reverse amortization and adjust impairment of goodwill; and

•

as of 2003, defer revenue from catalog contributions.

Several U.S. GAAP adjustments have been made to total assets under Dutch GAAP to comply with U.S. GAAP. These adjustments have been made, among other things, to:

•

recognize goodwill on acquisitions that was written off to equity under Dutch GAAP;



•

adjust goodwill for restructuring and integration provisions not allowed under U.S. GAAP;



•

recognize intangible assets;

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•

expense software costs which do not qualify for capitalization under U.S. GAAP;



•

recognize deferred tax assets under U.S. GAAP;



•

recognize pension assets;



•

adjust our capitalization of financing fees;



•

accrue for operating lease payments on a straight-line basis;



•

as of 2002, reverse amortization and adjust impairment of goodwill; and



•

as of 2003, reduce inventory values for catalog contributions.

(3)

We define "EBITDA" as "net result before interest and other financing costs, taxes, depreciation of tangible fixed assets and internally used software and before amortization of goodwill". This is a non-GAAP financial measure for which the most directly comparable GAAP financial measure is "net result."

Buhrmann evaluates its operating performance based on several factors, including the financial measure EBITDA. Buhrmann believes EBITDA to be an important indicator of the operational strength and performance of its business, including the ability to generate cash and to repay long-term debt. For a discussion of the reasons we use EBITDA to evaluate our operating performance, and its limitations, see "Non-GAAP Financial Measures," and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Use of Non-GAAP Financial Measures-EBITDA."

The reconciliation between the Dutch GAAP measure of "net result" and the non-GAAP financial measure "EBITDA" is as follows (based on Dutch GAAP):

	Year ended December 31,
	2002			2003			2004			2004(1)
	(in millions)
Net result	€	(588	)	€	(132	)	€	80		$	109
Interest and other financing costs		199			257			103			139
Taxes		(11	)		(68	)		(33	)		(45	)
Depreciation of tangible fixed assets and internally used software		114			104			84			114
Amortization of goodwill		70			52			45			61
EBITDA	€	(216	)	€	213		€	280		$	379

The reconciliation between the U.S. GAAP measure of "net result" and the non-GAAP financial measure "EBITDA" is as follows (based on U.S. GAAP):

	Year ended December 31,
	2002			2003			2004			2004(1)
	(in millions)
Net result	€	(941	)	€	(337	)	€	108		$	146
Interest and other financing costs		203			262			97			131
Taxes		(4	)		1			(3	)		(4	)
Depreciation of tangible fixed assets and internally used software		115			105			84			114
Amortization of other intangibles		6			6			5			7
EBITDA	€	(621	)	€	37		€	291		$	394

(4)

The calculation of the ratio of earnings to fixed charges is set forth in an exhibit to the registration statement relating to this prospectus. Under Dutch GAAP, earnings were insufficient to cover fixed charges for the year ended December 31, 2002 and 2003 by €632 million and €226 million, respectively. Under US GAAP, earnings were insufficient to cover fixed charges for the year ended December 31, 2002 and 2003 by €894 million and €79 million, respectively.

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Summary Unaudited Pro Forma Condensed Consolidated Financial Data

        The following summary pro forma condensed consolidated financial data is based on Buhrmann's consolidated financial statements included elsewhere in this prospectus, and should be read in conjunction with those financial statements and the notes thereto. The pro forma financial data set forth below is presented in accordance with Dutch GAAP. For a discussion of the material differences between Dutch GAAP and U.S. GAAP, as applicable to Buhrmann, please see note 34 to our consolidated financial statements included elsewhere in this prospectus.

        The pro forma financial information included below reflects adjustments to give effect to the issue of the old notes as if this issue had occurred as of January 1, 2004.

        This pro forma financial data is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the issue of the old notes actually been consummated on the date indicated and do not purport to be indicative of results of operations as of any future date or for any future period. This pro forma financial data should be read in conjunction with "Unaudited Pro Forma Condensed Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Unaudited Pro Forma Condensed Consolidated Statement of Income
for the year ended December 31, 2004

		Pro Forma year ended December 31, 2004(1)
		(in millions of €, except per share and ratios)
Amounts in accordance with Dutch GAAP
	Net sales	5,539
	Costs of sales	(4,063	)
	Added value	1,476
	Labor and other operating costs	(1,186	)
	Depreciation of tangible fixed assets and software	(84	)
	Amortization of goodwill	(45	)
	Impairment of goodwill	—
	Operating result	161
	Total financing costs	(114	)
	Result from operations before taxes	47
	Total taxes	37
	Total results from participations and other financial results	6
	Total minority interests	(17	)
	Net result	73
	Net result per ordinary share, basic and fully diluted	0.32
	Ratio of earnings to fixed charges(2)	1.17x

(1)

The pro forma adjustments are described under "Unaudited Pro Forma Condensed Consolidated Financial Data."

(2)

The calculation of the ratio of earnings to fixed charges is set forth in an exhibit to the registration statement relating to this prospectus.

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RISK FACTORS

Before making an investment decision with respect to the Notes, you should carefully consider the risks related to our business, our industry and the legal structures underlying this offering described below, in addition to the other information in this prospectus. These risks are not the only ones we face; additional risks of which we are presently not aware or that we currently deem immaterial may also impair our business or our ability to make payment on the Notes.

Risks Relating to Our Business

        Buhrmann has material debt.

        Buhrmann has indebtedness that is material in relation to its shareholders' equity. A substantial portion of Buhrmann's cash flow from operations is dedicated to the payment of principal and interest on Buhrmann's debt. In particular, on a pro forma basis, assuming completion and the Recapitalization Transaction (including the offering of the old notes), as of December 31, 2004, we would have had total indebtedness of approximately €971 million. As a result, we are a highly leveraged company.

        Buhrmann's indebtedness could have important consequences, including that:

•

Buhrmann's ability to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate purposes may be impaired;



•

certain of Buhrmann's borrowings are and will continue to be at variable rates of interest, which exposes Buhrmann to the risk of increasing interest rates;



•

it may make it more difficult for us to satisfy our obligations with respect to these Notes;



•

it may increase our vulnerability to general adverse economic and industry conditions;



•

it may make it more difficult for us to satisfy our obligations with respect to the 8¹/4% Senior Subordinated Notes due 2014 (the 2014 Notes);



•

it may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

a substantial part of Buhrmann's assets has been pledged to secure Buhrmann's obligations under the Senior Credit Facility and in connection with its securitization program and will be unavailable to secure other debt; and



•

Buhrmann may be more leveraged than certain of its competitors, which may place Buhrmann at a competitive disadvantage.

        Buhrmann's ability to make scheduled payments or to refinance its obligations with respect to its indebtedness will depend on Buhrmann's financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond its control, including interest rate exposure and credit risks. Buhrmann's operating performance, cash flow and capital resources may not be sufficient for payment of its debt in the future. If Buhrmann's cash flow and capital resources are insufficient to fund its debt service obligations, Buhrmann may be forced to reduce or delay scheduled expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure its debt. In the event that Buhrmann is required to dispose of material assets or operations, obtain additional capital, or restructure its debt to meet its debt service and other obligations, the terms of any such transaction may not be as advantageous to Buhrmann as they otherwise might be.

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        Buhrmann is restricted by the terms of its debt.

        The terms of the Senior Credit Facility limit Buhrmann's flexibility in operating its business. In particular, the Senior Credit Facility limits Buhrmann's ability to, among other things, incur other debt, pay dividends, make investments and enter into certain corporate transactions. The Senior Credit Facility also requires Buhrmann to meet certain financial ratios and tests. Buhrmann may not be able to do so for reasons beyond its control. If Buhrmann fails to comply with the obligations in the Senior Credit Facility, there could be an event of default under the Senior Credit Facility. This may cause Buhrmann to renegotiate the terms of the Senior Credit Facility, which may lead to an increase of interest expenses and may further restrict Buhrmann's ability to operate its business, including making acquisitions and paying dividends. In addition, if an event of default occurs, the lenders under the Senior Credit Facility could declare the debt under that agreement immediately due and payable, and seek to foreclose on Buhrmann's assets that secure the Senior Credit Facility. If there is a default under the Senior Credit Facility, Buhrmann may not have sufficient assets to repay the debt under that facility and other debt.

        In addition, other funding instruments such as the accounts receivable securitization program, our 2% Subordinated Convertible Bonds due 2010 (the Subordinated Convertible Bonds), the 2014 Notes, and the Notes offered hereby have certain restrictions attached. Failure to comply with the restrictions imposed in relation to any such instruments could result in a default under those agreements.

        Buhrmann may not be able to manage its growth effectively.

        Challenges which may result from organic growth, as well as growth through acquisitions, include Buhrmann's ability to:

•

improve the efficiency of growing operations;



•

manage efficiently the operations and employees of expanding businesses;



•

hire and retain enough qualified personnel to staff new or expanded operations;



•

maintain its existing customer base and the amount of sales to these customers; and



•

assess the value, strength and weaknesses of acquisition candidates.

        Buhrmann cannot ensure that it will be able to adequately address these concerns. Buhrmann's failure to address these concerns could prevent Buhrmann from achieving its strategic initiatives and could also lead to a material adverse effect on its business, financial condition and results of operations.

        Adverse developments in equity and bond markets may require Buhrmann to make additional contributions to its pension funds.

        Buhrmann is operating a variety of pension funds, including a number of defined pension schemes that are separately insured in trusts (pension funds). Local law or specific arrangements with these pension funds require a minimum funding level of benefit obligations of these pension funds. The funding levels are calculated based on certain assumptions, including expected return on plan assets. The value of the assets under management of these trusts varies, particularly with developments in the equity and bond markets, which can affect the costs to Buhrmann. Declining returns on the equity and bond markets may require Buhrmann to make additional contributions to these pension funds in order to meet the minimum funding levels, which may adversely affect Buhrmann's business, financial condition and results of operations.

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        We face risks associated with acquisitions and divestitures.

        We have made a number of acquisitions over the last five years, and our growth strategy relies in part on selective acquisitions in the industries in which we operate. Risks we could face with respect to recent and future acquisitions include:

•

difficulties in the integration of operations, technologies, products and personnel of the acquired entity;



•

diversion of management's attention away from other business concerns; and



•

expenses of any undisclosed or unknown potential liabilities of the acquired entity.

        In addition, future acquisitions could result in the incurrence of debt and the assumption of liabilities, including contingent liabilities. Any of the foregoing could have a significant negative impact on our business, financial condition and results of operations.

        Buhrmann has also divested various subsidiaries and divisions, some of which were substantial. In connection with these divestments, Buhrmann has agreed to indemnify the purchasers against various potential liabilities, such as liabilities related to legal and regulatory proceedings, environmental liabilities and liabilities related to taxes. Buhrmann has established reserves for such potential liabilities that Buhrmann believes are adequate. However, Buhrmann cannot assure you that these reserves will in fact be sufficient to cover these potential liabilities. The lack of adequate reserves could have a material adverse effect on Buhrmann's business, financial condition and results of operations.

        Buhrmann's exposure to exchange rate fluctuations may affect its reported results of operations and financial condition.

        A major proportion of Buhrmann's activities is conducted in currencies other than the euro, which is Buhrmann's reporting currency. The position in relation to the U.S. dollar is, in particular, relevant, as approximately two-thirds of Buhrmann's revenues and more than two-thirds of Buhrmann's operating results were generated in U.S. dollars in 2004. This results in foreign exchange translation exposure when our results are translated into euro in our consolidated financial statements included elsewhere in this prospectus. For example, a 10% weakening in the value of the U.S. dollar in relation to the euro (i.e., a 10% change in the U.S. dollar/euro exchange rate) would have decreased the net result from ordinary operations before amortization and impairment of goodwill in 2004 by approximately 7%. Under the Company's foreign exchange policy, translation risks in these subsidiaries are, in general, not hedged. This means that fluctuations in exchange rates may positively or negatively affect results of operations reported in euro.

        Of Buhrmann's external long-term debt at December 31, 2004, approximately 80% was denominated in U.S. dollars and approximately 20% in other currencies after hedging. Buhrmann finances its subsidiaries predominantly through internal debt denominated in local currencies. Exchange rate fluctuations may lead to currency translation adjustments which may have a direct negative impact on the Buhrmann Group's equity and may negatively affect net result reported in euro.

        Inability to maintain and improve its information systems effectively, and prevent and recover from serious breakdowns, could disrupt Buhrmann's business processes.

        Buhrmann needs to maintain and consistently improve sophisticated information systems to grow its businesses and achieve operating efficiencies. If Buhrmann fails to do so, its information systems may not function correctly or efficiently, which could have an adverse effect on Buhrmann's ability to perform administrative functions and process and distribute customer orders. This, in turn, could have an material adverse impact on Buhrmann's results of operations. Furthermore, in the event of a serious breakdown of information systems, customers will expect a timely recovery. If Buhrmann fails to

21

implement information technology improvements or recover from serious breakdowns within the anticipated time frame, such failure could have a material adverse effect on Buhrmann's business, financial condition and results of operations.

        If Buhrmann's contract with Heidelberg were to be terminated, or Heidelberg were to cease operations, Buhrmann could lose most of its Graphic Systems Division's revenues.

        Buhrmann's Graphics Systems Division is the authorized distributor in a number of countries of printing equipment manufactured by Heidelberg. The Graphic Systems Division derives most of its revenues from the sale of that equipment. The exclusive distribution agreement runs until June 30, 2008 but may be terminated earlier by either party for cause. If Heidelberg were to terminate the distribution agreement or cease operations (without a successor), Buhrmann's business, financial condition and results of operations could be materially adversely affected.

        If Buhrmann's relationship with Microsoft were to be terminated, or Microsoft were to cease operations, Buhrmann could lose most of its revenues derived from its specialty business, ASAP Software, Inc.

        ASAP is a distributor of Microsoft software in a number of countries. The Office Products North America Division derives more than half of its revenues from the sale of Microsoft products through ASAP's operations. If Microsoft were to appoint a third-party exclusive distributor of its products in the markets in which ASAP operates or otherwise terminate its relationship with ASAP, or cease operations (without a successor), Buhrmann's business, financial condition and results of operations could be materially adversely affected.

        Our restructuring programs may not achieve expected benefits.

        From time to time, Buhrmann implements restructuring programs, including reductions in the number of staff. Buhrmann expects that these programs will result in structural cost savings and will improve Buhrmann's operating results. However, this expectation involves a number of assumptions and uncertainties, and as a result, Buhrmann may not achieve the expected benefits. The savings expected from these programs are often significant and need to be realized on a timely basis. Buhrmann has recorded reserves for these restructuring programs. Buhrmann cannot assure you that additional reserves for restructuring programs will not be required in the future as well. In addition, these restructuring programs absorb management time and can interrupt normal business operations.

        Changes in the assumptions underlying Buhrmann's estimated utilization of its considerable amount of tax loss carry-forwards could have a material adverse impact on its tax assets and effective tax burden.

        Buhrmann has a considerable amount of tax loss carry-forwards, pursuant to which it records deferred tax assets. In addition, Buhrmann records certain valuation allowances to reduce these deferred tax assets to the amount that Buhrmann estimates the deferred tax assets are likely to be realized. In determining these valuation allowances and deferred tax liabilities, Buhrmann takes into account estimated future taxable income, tax planning, applicable limitations on the use of tax loss carry-forwards and the possibility that prior year tax returns will be challenged by the tax authorities. If actual future taxable income is different than originally assessed, if tax planning fails to materialize, if limitations on the use of tax loss carry-forwards apply or if the possibility that prior year tax returns will be challenged turn out to be different than originally assessed, the valuation allowances on deferred tax assets and deferred tax liabilities may have to be adjusted which could have a material adverse affect on Buhrmann's reported tax expense and net result in future years and a corresponding effect on its financial condition and results of operations.

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        Volatility of the market for our Ordinary Shares, the Notes, the 2014 Notes and the Subordinated Convertible Bonds.

        The market price of Buhrmann's Ordinary Shares, the Notes offered hereby, the 2014 Notes and the Subordinated Convertible Bonds could be subject to wide fluctuations in response to numerous factors, many of which are beyond the control of Buhrmann. These factors include, among other things, actual or anticipated variations in operating results, earnings releases by the Buhrmann Group and its competitors, changes in financial estimates by securities analysts, market conditions in the industry and the general state of the securities market, governmental legislation or regulation, currency and exchange rate fluctuations, as well as general economic and market conditions, such as recessions.

Risks Relating to Our Industry

        The demand for Buhrmann's products and services relates to the number of white collar workers employed by Buhrmann's customers, and as a result, to general economic conditions.

        Buhrmann's Office Products business is concentrated in North America, Western Europe and Australia. The demand for Buhrmann's products and services, most notably in office products, relates to the number of white collar workers employed by Buhrmann's customers in these markets. An interruption of growth in these markets or a reduction of white collar workers employed by Buhrmann's customers may adversely affect Buhrmann's operating results. A downturn in the United States and other western economies has recently had an adverse impact on a number of our customers, resulting in some cases in cutbacks in the employment of white collar workers and the related cutbacks in expenditures for office supplies and other products and services that we sell to them. Any future general economic downturn, together with the negative effect this has on the number of white collar workers employed, may adversely affect Buhrmann's business, financial condition and results of operations.

        Customers are able to reduce their spend per white collar worker on short term notice, by postponing the purchase of items or through the substitution of lower-cost items and services.

        Buhrmann's customers may, on short notice, postpone or reduce spending on Buhrmann's products and services per white collar worker, for instance, through the use of our eCommerce platforms. As a result, our level of sales can significantly change over a short period of time. In addition, customers may also, on short notice, substitute certain of Buhrmann's products and services for its other, lower margin, products and services. We cannot assure you that a significant amount of our customers will not choose to postpone, reduce or eliminate their spending on short notice, whether in response to market conditions or otherwise. Any such postponement, reduction or substitution would adversely affect Buhrmann's business, financial condition and results of operations.

        Although our customer base is spread over many industries and sectors, including government institutions, most of our customers are large corporations or institutions which frequently re-tender their office products contracts.

        Many of our large account customers frequently re-tender their office products contracts in order to take advantage of the competitive pricing within the office products industries and achieved efficiencies in office products distribution. Although we have tens of thousands of customers, and no single customer represents more than 1% of our revenues, the loss of several large account customers in a relatively short period as a result of contract re-tendering could materially adversely affect our business, financial condition and results of operations.

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        Buhrmann could lose market share and profit margins due to increased competitive pressures, or due to a disruption in its service levels.

        Each of Buhrmann's divisions operates in a highly competitive market. Many of Buhrmann's competitors offer the same or similar products that Buhrmann offers to the same customers or potential customers. Some of Buhrmann's competitors may have advantages over Buhrmann, including greater financial resources, better technical capabilities, better marketing capabilities, the ability to adapt more quickly to changing customer requirements, greater name recognition and the ability to devote greater resources to developing, promoting and selling their products. Also, new entrants in Buhrmann's markets such as new Internet based businesses may, by offering alternative distribution channels, alter the competitive landscape to Buhrmann's disadvantage. If Buhrmann's competitors successfully exploit these advantages, they could force Buhrmann to lower its prices or may cause Buhrmann to sell fewer of its products, either of which could adversely affect Buhrmann's business, financial condition and results of operations.

        Furthermore, the continuation of office products contracts with our existing customers, and the successful retention of new office products contracts, primarily depends on pricing and service levels. We believe that one of the key factors differentiating Buhrmann from its competitors is its ability to provide competitive pricing on products combined with high quality service levels. Any disruption in the service levels that our customers have come to expect from us could result in the loss of their business to our competitors and adversely impact sales going-forward, which, in turn, could adversely affect Buhrmann's business, financial condition and results of operations.

        Our reliance on suppliers' allowances and promotional incentives could impact profitability.

        We derive important benefits from suppliers' allowances and promotional incentives provided by certain suppliers of products and services. We cannot be certain that we will be able to take advantage of any such suppliers' allowances and promotional incentives that may be offered.

        Should any of our key suppliers reduce or otherwise eliminate suppliers' allowances and promotional benefits, our profit margin for these products and services may be harmed. These occurrences may have a material adverse effect on our business, financial condition and results of operations.

        Revenues in Buhrmann's Graphic Systems Division are cyclical.

        A substantial part of the Graphic Systems Division's revenues derives from the sale of printing equipment which is regarded as a high-value investment good. The demand for this type of good depends to a large extent on developments in macro-economic circumstances, particularly in relation to the activity levels at commercial printers, and innovation of technology at the Graphic Systems Division's main suppliers. As a result, the Graphic Systems Division experiences cyclicality in its revenues which could adversely affect Buhrmann's business, financial condition and results of operations.

        There may be substantial differences between our financial condition as reported under Dutch GAAP from the equivalent data we would report under IFRS.

        We prepare our financial statements in accordance with Dutch GAAP. From January 1, 2005, all European publicly listed companies are required to report on the basis of International Financial Reporting Standards (IFRS). Buhrmann started preparing for the transition in 2003, aiming to begin external reporting on the basis of IFRS from the 2005 reporting periods onwards. Within the limits of the IFRS framework we strive towards convergence with our US GAAP reporting. There may be substantial differences between the results of operations, cash flows and financial condition Buhrmann reports under Dutch GAAP from the equivalent data Buhrmann would report under IFRS. Some of

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the accounting standards under IFRS, including their practical implementation, are not yet fully finalized, but we expect that the classification as debt of our Preference Shares A under IFRS, which are classified as part of shareholders' equity under Dutch GAAP, will have a material impact. In addition, the European Financial Reporting Advisory Group has not yet fully endorsed the adoption of all IFRS standards. Separate IFRS information may not be available for periods prior to our 2004 financial year.

        Forward-Looking Statements.

        This document contains certain forward-looking statements concerning Buhrmann's future operations, economic performances, financial conditions and financing plans, including such things as business strategy and measures to implement strategy, competitive strengths, goals, expansion and Buhrmann's business and operations and references to future success. These statements are based on certain assumptions and analyses made by Buhrmann in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate under the circumstances. However, whether actual results and developments will conform with Buhrmann's expectations and predictions is subject to a number of risks and uncertainties, including, among other things, the risk factors discussed above. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Buhrmann will be realized or, even if substantially realized, that they will have the expected consequences for or effects on Buhrmann and its subsidiaries or their business or operations.

Risks Relating to the Notes

        Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks posed by our indebtedness.

        Although covenants under the Senior Credit Facility, the indentures governing the Notes, the 2014 Notes and the Subordinated Convertible Bonds limit our ability and the ability of our present and future restricted subsidiaries to incur additional indebtedness, the terms of the Senior Credit Facility, the indentures and the Subordinated Convertible Bonds permit us to incur significant additional indebtedness if certain conditions are satisfied.

        Subject to the restrictions in the Senior Credit Facility, the indentures governing the Notes offered hereby, the 2014 Notes and the terms of the Subordinated Convertible Bonds, we may incur significant additional indebtedness, which may be secured from time to time. In addition, as of December 31, 2004 on a pro forma basis after giving effect to the offering of the old notes and the related recapitalization transactions, we would have had:

•

€180 million of additional borrowing available under the committed revolving credit facility portion of the Senior Credit Facility, subject to customary borrowing conditions;



•

approximately €65 million that would have been available for borrowing as additional senior debt under the uncommitted revolving credit facility; and



•

approximately $247 million that would have been available as additional senior debt under the uncommitted term loan facility of the Senior Credit Facility.

        In addition, we may securitize up to an additional $20 million under our accounts receivables securitization program. All borrowings under the Senior Credit Facility and our accounts receivable securitization program will be effectively senior, to the extent of the value of the collateral securing the borrowings, to the Notes and the Note guarantees. See "Description of Certain Indebtedness—The Senior Credit Facility" and "—Accounts Receivable Securitization Program."

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        To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under the Senior Credit Facility and our accounts receivable securitization program will be adequate to meet our future liquidity needs for at least the next year. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Senior Credit Facility and our accounts receivable securitization program or otherwise in an amount sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs, including capital expenditure requirements. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance or restructure all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the Senior Credit Facility, our accounts receivable securitization program, the Subordinated Convertible Bonds, the 2014 Notes and the Notes, on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms, or at all.

        The Notes will be structurally subordinated to the creditors and preference shareholder, if any, of our non-Guarantor subsidiaries.

        The Notes are structurally subordinated to the obligations of our non-guarantor subsidiaries. Generally, claims of creditors of our non-guarantor subsidiaries, including trade creditors and claims of preference shareholders, if any, of each such non-guarantor subsidiary, will have priority with respect to the assets and earnings of such non-guarantor subsidiary over claims of creditors of its parent entity. In the event of an insolvency, liquidation or other reorganization of any of our non-guarantor subsidiaries, holders of their debt and their trade creditors will typically be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us and any guarantor of the Notes.

        As of December 31, 2004, on a pro forma basis after giving effect to the offering of the old notes and the related recapitalization transactions, our non-guarantor subsidiaries would have had €97 million of other liabilities together with €279 million of trade payables outstanding, all of which would have ranked effectively senior to the Notes. Our non-guarantor subsidiaries generated 36% of our consolidated revenues in the fiscal year ended December 31, 2004 and held 32% of our consolidated assets as of December 31, 2004. See note 36 to our consolidated financial statements included elsewhere in this prospectus.

        Your right to receive payments on the Notes is junior to our existing and future senior debt.

        The Notes and the guarantees rank behind all of our and the guarantors' existing senior indebtedness, including the Senior Credit Facility, and all of our and their future senior indebtedness. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the Notes or the guarantees.

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        In addition, all payments on the Notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt. The Notes will rank pari passu with the 2014 Notes.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the Notes will participate with trade creditors and all other holders of our and the guarantor subordinated indebtedness in the assets remaining after we and the subsidiary guarantors have paid all of our senior debt. However, because the indenture requires that amounts otherwise payable to holders of the Notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the Notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors and holders of Notes may receive less, rateably, than the holders of our senior debt.

        Assuming completion of the offering of the old notes and the related recapitalization transactions on December 31, 2004, the Notes and the guarantees would have been subordinated to €636 million of senior debt, approximately € 180 million of additional senior debt that would have been available for borrowing under the committed revolving credit facility portion of the Senior Credit Facility, approximately €65 million of additional senior debt that would have been available for borrowing under the uncommitted revolving credit facility and approximately $247 million of additional senior debt that would have been available under the uncommitted term loan facility of the Senior Credit Facility. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture.

        We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the Notes.

        Although much of our business is conducted through our subsidiaries, none of our non-guarantor subsidiaries is obligated to make funds available to the issuer for payment on the Notes. Accordingly, the Issuer's ability to make payments on the Notes is dependent on the earnings and the distribution of funds from our subsidiaries. The terms of the Senior Credit Facility significantly restrict some of our subsidiaries from paying dividends and otherwise transferring assets to us. Furthermore, our subsidiaries will be permitted under the terms of the indenture to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the Notes when due. In particular, none of the subsidiaries in our Office Products Australia Division will be guarantors of the Notes offered hereby. See "Description of Certain Indebtedness."

        We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

        Upon the occurrence of certain specific kinds of change of control events, the Issuer will be required to offer to repurchase all outstanding Notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in the Senior Credit Facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the Notes—Change of Control."

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        You cannot be sure an active trading market for the Notes will develop.

        The exchange notes are new issues of securities for which there is no established public market. We do not intend to have the exchange notes listed on a national securities exchange or included in any automated quotation system, although application will be made to make the exchange notes eligible for trading in the PORTAL^SM Market. Although each initial purchaser informed us that it was its intention to make a market in the old notes and, if issued, the exchange notes, it has no obligation to do so and may discontinue making a market at any time without notice.

        The liquidity of any market for the Notes will depend upon the number of holders of the Notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the Notes and other factors. A liquid trading market may not develop for the Notes. If a market develops, the Notes could trade at prices that may be lower than the initial offering price of the Notes. See "Plan of Distribution."

        If you do not properly tender your old notes, your ability to transfer your old notes will be adversely affected.

        We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you may continue to hold old notes that are subject to the existing transfer restrictions. In addition, if you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of the exchange notes.

        U.S. federal, U.S. state, Dutch, Belgian and Luxembourg statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

U.S. federal and state

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and



•

was insolvent or rendered insolvent by reason of such incurrence; or



•

was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

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•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or



•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The Netherlands

        Guarantors of the Notes organized under the laws of the Netherlands (Dutch Guarantors) may invoke the nullity of any legal act (rechtshandeling) if that legal act was outside their corporate purpose (objects) and the other party to that legal act was or should-without investigation-have been aware of this; the determination of whether a legal act is within the objects of a company may not be based solely on the description of the articles of association, but must take into account all relevant circumstances, including in particular the question whether the interests of that company are served by the relevant legal act. If the issue of the Notes, in the light of the benefits, if any, derived by the Dutch Guarantors from the issue of the Notes, would have a disproportionate adverse effect on the interests of the Dutch Guarantors, these transactions may be found to be outside the objects of the Dutch Guarantors and the trustee under the indenture may be held to have been aware of this. To the extent a Dutch Guarantor successfully invoked the nullity of the Guarantee, the Guarantee would be limited to the extent any portion of it is nullified. In the event it is nullified in full, you would no longer be a creditor of that Dutch Guarantor and would be a creditor of the Issuer and the remaining guarantors of the Notes.

Belgium

        The enforcement of the guarantee of the Notes by Buhrmann Europcenter N.V. would be subject to certain defences available to Belgian guarantors generally. These laws and defences include those that relate to fraudulent conveyance, corporate purpose or benefit and regulations or defences affecting the rights of creditors generally. If these laws and defences are applicable, Buhrmann Europcenter N.V. may have no liability under its guarantee.

        In particular, Belgian law requires that a guarantee by a Belgian company of third-party obligations must comply with the guarantor's corporate purpose and must be in the guarantor's corporate benefit. The presence of an actual corporate benefit to a Belgian guarantor is a matter of fact and Belgian case law provides no clear definition of what constitutes an actual corporate benefit. If a court in Belgium

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determined that actual corporate benefit is not established as to a guarantor, then the guarantee given by that guarantor could be declared void upon request of the guarantor (or its bankruptcy trustee). In addition, enforcement in Belgium of the guarantee is subject to authorisation by the Belgian courts.

        It is possible that a guarantor, a creditor of a guarantor or the bankruptcy trustee in the case of a bankruptcy of a guarantor, may contest the validity and enforceability of the guarantor's guarantee and that the applicable court may determine that the guarantee should be voided or declared unenforceable. For a description of the enforceability of obligations, including guarantees, in bankruptcy and judicial composition proceedings, see "—Relevant local insolvency laws may not be as favorable to you as U.S. bankruptcy laws—Belgium."

Luxembourg

        There are no provisions under Luxembourg law and, in particular, under the Luxembourg Act dated August 10, 1915 concerning commercial companies, as amended, that govern, the ability of a Luxembourg private limited liability company to guarantee the indebtedness of another entity. A Luxembourg company may issue a guarantee provided such issuing (i) falls within the company's corporate objects and (ii) is in the best interest of the company. Consequently, for a group guarantee to be valid, it must satisfy the corporate objects test and the corporate interest test.

        If the giving of a guarantee is not covered by the company's corporate objects, the guarantee would be voidable.

        If the giving of a guarantee is not in the best interest of Buhrmann S.àr.l., the guarantee could be declared void. The test is whether the company which provides the guarantee receives some consideration in return, such as an economic or commercial benefit, from the transaction and whether such benefit is proportionate to the burden of the assistance.

        It follows that a Luxembourg company may give a guarantee to other group companies if it can be demonstrated that:

•

the company belongs to a group of companies that has a real structure and is organised in view of a common economic, industrial and commercial policy;



•

the company derives a benefit from granting the guarantee; and



•

the guarantee amount is not disproportionate to the company's financial means and the benefits derived from the granting of such guarantee are real.

        It is possible that the guarantor, a creditor of the guarantor or the bankruptcy trustee/receiver in the case of a bankruptcy of the guarantor, may contest the validity and enforceability of the guarantee and that a Luxembourg court holds that the guarantee should be voided or declared unenforceable. For a description of the enforceability of obligations, including guarantees, in bankruptcy and judicial composition proceedings, see "—Relevant local insolvency laws may not be as favourable to you as U.S. bankruptcy laws—Luxembourg."

        You may find it more difficult to enforce your rights against certain of the non-U.S. guarantors than if they were U.S. corporations.

        Certain guarantors of the Notes, including Buhrmann NV, are organized in jurisdictions other than the United States and non-U.S. corporate laws govern their formation documents and corporate affairs. The rights of our shareholders and the responsibilities of our management that directs our affairs are different from those established under the statutes and judicial precedents of the United States. You may find it more difficult to protect your interests against actions by our shareholders, management and our board members than you would if all of the guarantors were U.S. corporations.

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        Service of process upon individuals or firms that are not resident in the United States may be difficult to obtain within the United States. Certain individual members of our boards and our management may reside outside the United States. Because the assets of certain of our subsidiaries and the assets of certain directors and managers are outside the United States, any judgment obtained in the United States against us or such persons may not be collectible within the United States. We have appointed CT Corporation System as our agent to receive service of process in any action against us in any federal court or court in the State of New York arising out of this offering. We have not given consent for such agent to accept service of process in connection with any other claim.

        There is doubt as to the enforceability in foreign jurisdictions, including Belgium, Luxembourg, and the Netherlands, of liabilities predicated solely upon United States federal or state securities law against us, our directors, controlling persons and management and the experts named in this prospectus who are not residents of the United States, in original actions or in actions for enforcements of judgments of United States courts. See "Service of Process and Enforcement of Civil Liabilities."

        Relevant local insolvency laws may not be as favorable to you as U.S. bankruptcy laws.

        Buhrmann Luxembourg S.àr.l., a guarantor of the Notes, is organized in Luxembourg, Buhrmann Europcenter N.V., a guarantor of the Notes, is organized in Belgium, and Buhrmann NV and certain of its subsidiaries, each of which are guarantors of the Notes, are organized in the Netherlands. Many of the Issuer's other subsidiaries are organized in jurisdictions other than the United States. The insolvency laws of the Netherlands and some of these other jurisdictions where these companies are organized may not be as favourable to your interests as creditors as the laws of the United States or other jurisdictions with which you may be familiar.

        The following is a brief description of certain aspects of insolvency law in Belgium, the Netherlands and Luxembourg. In the event that any one or more of the guarantors, the Issuer or any of the Company's other subsidiaries experienced financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings.

The Netherlands

        Dutch insolvency laws differ significantly from the insolvency laws of the United States and may make it more difficult for holders of the Notes to recover amounts from any of the guarantors of the Notes incorporated in the Netherlands than in a liquidation or bankruptcy proceeding in the United States. These laws may also affect any recovery made by the issuer from any of the guarantors of the Notes incorporated in the Netherlands under their guarantees of the Notes. There are two corporate insolvency regimes under Dutch law: moratorium of payment (surséance van betaling), which is intended to facilitate the reorganization of a debtor's debts and enable the debtor to continue as a going concern, and bankruptcy (faillissement), which is primarily designed to liquidate and distribute the assets of a debtor to its creditors.

        Upon commencement of moratorium of payment proceedings, a Dutch court will grant a provisional moratorium and appoint a trustee administrator (bewindvoerder) who, jointly with the company's management, will be in charge of the company and its business undertakings. Before the court will decide on whether to grant a definitive moratorium, a creditors' vote will take place before the court. A definitive moratorium will generally be granted unless there is an objection by creditors with claims in excess of one-fourth of the amount of unsecured non-preferential claims admitted to the creditors vote or by one-third of the unsecured non-preferential creditors admitted to the vote. During both a definitive and a provisional moratorium, ordinary, non-preferential creditors will be precluded from attempting to recover their claims from the assets of the debtor. A moratorium is, however, subject to exceptions, the most important of which excludes secured and preferred creditors from the

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protection of the moratorium. Secured creditors include the holders of a right of pledge (pandrecht) and right of mortgage (hypotheek), preferred creditors include tax and social security authorities. Generally, debts arising after the date of the moratorium are excluded from the moratorium. A provisional or definitive moratorium of payment will be withdrawn and in most cases converted into a bankruptcy if, among other things, the assets or financial condition of the debtor is such that continuation of the moratorium is no longer desirable or the prospect that the debtor may eventually satisfy its creditors does not exist. Unlike Chapter 11 proceedings under U.S. bankruptcy law, during which both secured and unsecured creditors are generally barred from seeking to recover on their claims, during Dutch moratorium of payment proceedings, certain secured creditors, including the senior lenders as secured creditors under the Senior Credit Facility, and preferential creditors may seek to satisfy their claims by proceeding against the assets that secure their claims or to which they have preferential rights. Therefore, a recovery under Dutch law could involve a sale of the assets of the debtor in a manner that does not reflect its going concern value. Consequently, Dutch insolvency laws could preclude or inhibit a restructuring and could reduce any recovery you might obtain in an insolvency proceeding. At the request of the debtor or the administrator, the court may order a freeze for a period of two months, which can be extended once by court order for another two months, during which no recourse can be taken by some or all of the secured and/or preferential creditors against assets of the debtor.

        In Dutch bankruptcy proceedings, the assets of a debtor are generally liquidated and the proceeds distributed to the debtor's creditors on the basis of the relative priority of the claims of those creditors and, to the extent claims of certain creditors have equal priority, in proportion to the amount of such claims. Certain parties, such as secured creditors, including the senior lenders as secured creditors under the Senior Credit Facility, will benefit from special rights. Except during a freeze, which may be ordered in bankruptcy proceedings for the same periods as this is possible in moratorium of payment proceedings, secured creditors such as pledgees and mortgagees may enforce their rights as if no bankruptcy exists. As a result, if the issuer becomes subject to these proceedings, you are likely to recover less under the Notes from the issuer than the principal amount of your Notes and may recover less than you would have recovered in an equivalent U.S. liquidation proceeding. In addition, any claims you may have may be limited depending on the date they become due and payable. All unsecured, pre-bankruptcy claims must be submitted to the receiver for verification. Verification means that the creditor sends a letter to the receiver setting out the relevant claim to enable the receiver to take a view as to the existence, ranking and value of the claim and whether and to what extent it should be admitted in the bankruptcy proceedings. Three methods of establishing the value of a claim for verification purposes may be applied:

•

the value of a claim that becomes payable at an undetermined point in time will be calculated at its net present value on the date of the bankruptcy;



•

the value of a claim that becomes payable within one year of the date of the bankruptcy will be calculated as if such claim were payable as of the date of the bankruptcy; and



•

the value of a claim that becomes payable after one year from the date of the bankruptcy will be calculated at its net present value on the date which is one year after the date of the bankruptcy.

        Creditors that wish to dispute the verification of their claims by the receiver will need to commence a court proceeding.

        Although no interest is payable in respect of unsecured claims as of the date of a bankruptcy, if the net present value of a claim of a holder needs to be determined, such determination will be made by taking into account the agreed payment date and interest rate.

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Luxembourg

        Under Luxembourg insolvency laws, your ability to receive payment on the Buhrmann Luxembourg S.àr.l. guarantee may be more limited than would be the case under U.S. bankruptcy laws. Under Luxembourg law, the following types of proceedings (altogether referred to as insolvency proceedings) may be opened against an entity having its registered office or center of main interest in Luxembourg:

        Bankruptcy proceedings (faillite), the opening of which may be requested by the company or by any of its creditors. Following such a request, the courts having jurisdiction may open bankruptcy proceedings if the company (i) is in a state of cessation of payments (cessation des paiements) and (ii) has lost its commercial creditworthiness. If a court finds that these conditions are satisfied, it may also open bankruptcy proceedings, absent a request made by the company or a creditor. The main effect of such proceedings is the suspension of all measures of enforcement against the company, except, subject to certain limited exceptions, for enforcement by secured creditors and the payment of the secured creditors in accordance with their rank upon realization of the assets.

        Controlled management proceedings (gestion contrôlée), the opening of which may only be requested by the company and not by its creditors. The court's decision to admit a company to the controlled management proceedings triggers a provisional stay on enforcement of claims by creditors, including secured creditors.

        Composition proceedings (concordat préventif de faillite), which may be requested only by the company and not by its creditors. The court's decision to admit a company to the composition proceedings triggers a provisional stay on enforcement of claims by creditors.

        In addition to these proceedings, your ability to receive payment on the Buhrmann Luxembourg S.àr.l. guarantee may be affected by a decision of a court to grant a stay on payments (sursis de paiements) or to put Buhrmann Luxembourg S.àr.l. into judicial liquidation (liquidation judiciaire). Judicial liquidation proceedings may be opened at the request of the public prosecutor against companies pursuing an activity violating criminal laws or that have committed a serious breach of Luxembourg law.

        Buhrmann Luxembourg S.àr.l.'s liabilities in respect of its guarantee will, in the event of a liquidation of Buhrmann Luxembourg S.àr.l. following bankruptcy or judicial liquidation proceedings, only rank after the cost or debt incurred in relation to the liquidation/administration of the bankruptcy estate, and those of Buhrmann Luxembourg S.àr.l.'s debts that are entitled to priority under Luxembourg law. Preferential debts under Luxembourg law include:

•

certain amounts owed to the Luxembourg Revenue;



•

value-added tax and other taxes and duties owed to the Luxembourg Customs and Excise;



•

social security contributions; and



•

remuneration owed to employees.

        Furthermore, there are special rights of priority (privileges spéciaux) which carry the right to be paid in priority out of the proceeds of the sale of a specific asset by reason of a claim associated to that asset.

        Assets over which a security interest has been granted will not, in principle, be available for distribution to unsecured creditors, except after enforcement and to the extent a surplus is realized.

        During such insolvency proceedings, all enforcement measures by unsecured creditors are suspended and the ability of secured creditors to enforce their security interest may also be limited.

        Furthermore, declarations of default and subsequent acceleration, such as acceleration upon the occurrence of an event of default, will not be enforceable during controlled management proceedings.

33

        On the basis of the principle of pari passu ranking of creditors in accordance to which all non privileged creditors (créanciers chirographaires) rank equally, any balance remaining after the proceeds of the bankrupt estate have been distributed to the secured and/or privileged creditors in order of priority, are then distributed to the non-privileged creditors in proportion to their claims.

        Payments made, as well as other transactions concluded or performed, during the pre-bankruptcy suspect period (période suspecte) which is fixed by the Luxembourg court and dates back not more than six months as from the date on which the Luxembourg court formally adjudicates a person bankrupt, and, as for specific payments and transactions, during ten days before the commencement of such period, are subject to cancellation by the Luxembourg court upon proceedings instituted by the Luxembourg insolvency receiver (curateur).

        In particular,

•

article 445 of the code of commerce sets out an additional period of ten days preceding the suspect period fixed by the court during which specified transactions (such as, in particular, the granting of a new security interest or an additional security interest for antecedent debts; the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any other means than in cash or by bill of exchange; the sale of assets without consideration or for materially inadequate consideration) must be set aside or declared null and void, as the case may be, if so requested by the insolvency receiver;



•

article 446 of the code of commerce states that payments made for matured debts as well as other transactions concluded for consideration during the suspect period are subject to cancellation by the court upon proceedings instituted by the insolvency receiver if they were concluded with the knowledge of the bankrupt's cessation of payments; and



•

regardless of the suspect period, article 448 of the code of commerce and article 1167 of the civil code (actio pauliana) give the creditor the right to challenge any fraudulent payments and transactions made prior to the bankruptcy, without limitation of time.

        Further, upon request of the insolvency receiver, the legal and/or shadow directors of a company may be held liable, either severally or jointly, for all or part of the difference between the assets and the liabilities if the liabilities of the company exceed the assets and if it is shown that the legal and/or shadow directors have committed serious faults which contributed to the company's bankruptcy. A legal or shadow director, either an individual or a corporate entity, of a bankrupt company may be declared personally bankrupt, together with the company in order to constitute one single bankruptcy estate if the director has used the company, the company's assets or the company's activities for the sole benefit or own interest purposes.

        Finally, international aspects of Luxembourg solvency proceedings, bankruptcy, controlled management and composition proceedings may be subject to Council Regulation (EC) No 1346/200 of May 29, 2000 on insolvency proceedings.

Belgium

        Buhrmann Europcenter N.V., one of the guarantors of the Notes, is incorporated in Belgium and, consequently, may be subject to insolvency laws and proceedings in Belgium.

        There are two types of insolvency procedures under Belgian law:

•

the judicial composition (concordat judiciaire) procedure, and



•

the bankruptcy (faillite) procedure.

34

        A proceeding for a judicial composition may be commenced if either:

•

the debtor is temporarily unable to meet is payment obligations; or



•

if certain difficulties jeopardise the continuation of the debtor's business which could lead to cessation of payments in the short run. The continuation of the debtor's business is in any event deemed to be jeopardized if, as a result of losses, the debtor's net assets have declined to less than 50% of its stated capital.

        A debtor is only eligible for judicial composition if its financial position can be restructured and if economic recovery (i.e., a continuation of the business in the long-term) is possible. A request for a judicial composition can be filed either on the initiative of the debtor, by a petition, or on the initiative of the public prosecutor. During an initial request period, the debtor cannot be dissolved and cannot be adjudicated into bankruptcy. The court can consider a preliminary suspension of payments during an initial period of six months, which can be extended by up to a maximum period of three months. As a rule, creditors cannot enforce their rights against the debtor's assets during the period of preliminary suspension of payments, except in the following circumstances:

•

failure by the debtor to pay interest or charges falling due in the course of the preliminary suspension period; and



•

failure by the debtor to pay any new debts (i.e., debts which have arisen after the date of the judicial composition).

        Creditors have to file their claims within the period indicated in the judgment.

        During the preliminary suspension period, the debtor must draw up an installment plan or a reorganisation plan which must be approved by a majority of its creditors, having filed their claims, who were present at a meeting of creditors and represent over half of the amount of the debts of the debtor. The court can then award a final suspension of payments for a maximum period of 24 months as from the date of the judgment. This term can be extended by up to a maximum of 12 months. The suspension of payments awarded by the court is binding on all creditors.

        A company which, on a sustained basis, ceases to make payments and whose credit is impaired, will be deemed to be in a state of bankruptcy. Within one month after the cessation of payments, the company must file for bankruptcy. If the company is late in filing for bankruptcy, its directors could be held liable for damages to creditors as a result thereof. The procedure may also be initiated on the request of unpaid creditors or on the initiative of the public prosecutor.

        Once the court decides that the requirements for bankruptcy are met, the court will establish a date before which claims for all unpaid debts must be filed by creditors. A bankruptcy trustee will be appointed to assume the operation of the business and to organize a sale of the debtor's assets, the distribution of the proceeds thereof to creditors and the liquidation of the debtor.

        The court may determine the date of commencement and the duration of the suspect period (i.e., la période suspecte). This period starts on the date of sustained cessation of payment of debts by the debtor. The court will establish this date in the bankruptcy judgment, but this date cannot be earlier than six months before the date of the bankruptcy judgment, unless a decision to dissolve the company was made more than six months before the date of the bankruptcy judgment, in which case the date could be the date of such decision to dissolve the company. The bankruptcy trustee and any interested third-party can challenge the court decision on the suspect period during a period of six months following the bankruptcy judgment.

35

        The rules on transactions which can be voided in the event of bankruptcy can be briefly summarized as follows:

•

Under the Belgian bankruptcy procedure, any transaction entered into by a Belgian company during the suspect period is ineffective against such creditors if entered into without consideration or if the value given to such creditors significantly exceeded the value the company received in consideration.



•

Any transaction entered into by a company which has stopped making payments may be voided upon the subsequent bankruptcy of such company if the counterparty to the transaction was aware of the suspension of payments.



•

Security interests granted during the suspect period may be declared ineffective if they intend to secure a debt which existed prior to the date on which the security interest was granted.



•

Any payments (in whatever form, i.e., money or in kind or by way of set-off) made during the suspect period of any debt which was not yet due as well as all payments made during the suspect period other than with money or monetary instruments (cheques, promissory notes, etc.) can be voided.



•

Any transaction or payment effected with fraudulent intent can be set aside irrespective of its date.

        Following a judgment commencing the bankruptcy proceeding, enforcement rights of individual creditors are suspended, except for those held by secured creditors and the owners of assets held by the bankrupt debtor, and only the bankruptcy trustee will from then on be able to proceed against the debtor and to liquidate its assets.

        Provisions of a contract which provide that a contract will be automatically terminated as a result of the mere consequence of the bankruptcy of the other party are in principle valid and effective under existing Belgian bankruptcy legislation. Provisions of a contract which provide that a contract will be automatically terminated as a result of the mere consequence of the judicial composition of the other party will not be effective under existing Belgian legislation.

        Finally, international aspects of a Belgian bankruptcy or judicial composition proceedings may be subject to Council Regulation (EC) No 1346/200 of May 29, 2000 on insolvency proceedings.

36

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements. All statements other than statements of historical fact included in this prospectus regarding our business, financial condition, results of operations and certain of our plans, objectives, assumptions, expectations or beliefs with respect to these items and statements regarding other future events or prospects, are forward-looking statements. These statements include, without limitation, those concerning: our strategy and our ability to achieve it; expectations regarding sales, profitability and growth; our possible or assumed future results of operations; capital expenditure and investment plans; adequacy of capital; and financing plans. The words "aim," "may," "expect," "anticipate," "believe," "future," "continue," "help," "estimate," "plan," "intend," "should," "could," "would," "shall" or the negative or other variations thereof as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements. In addition, this prospectus includes forward-looking statements relating to our potential exposure to various types of market risks, such as foreign exchange rate risk, interest rate risks and other risks related to financial assets and liabilities. We have based these forward-looking statements on our management's current view with respect to future events and financial performance. These views reflect the best judgment of our management but involve a number of risks and uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates reflected in the forward-looking statements are reasonable, such estimates may prove to be incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from these expressed or implied by these forward-looking statements. These factors include, among other things:

•

risks related to Buhrmann's material debt;



•

risks related to the restrictions imposed by the terms of Buhrmann's debt;



•

risks related to Buhrmann's ability to manage its growth;



•

risks related to the effects that adverse developments in equity and debt markets could have on Buhrmann's obligation to make pension contributions;



•

risks related to Buhrmann's acquisitions and divestitures;



•

risks associated with Buhrmann's exposure to exchange rate fluctuations;



•

risks related to Buhrmann's inability to maintain and improve its information systems effectively;



•

risks related to Buhrmann's reliance on certain key suppliers, in particular, Heidelberger Druckmaschinen AG (Heidelberg) and Microsoft Corporation (Microsoft);



•

risks related to Buhrmann's restructuring and integration programs;



•

risks related to changes in Buhrmann's tax assets and effective tax burden;



•

risks related to volatility of the market for our debt and equity securities;



•

risks associated with a decline in the number of white collar workers employed by Buhrmann's customers;



•

risks related to Buhrmann's customers postponing purchases or substituting lower-cost items or services on short notice;



•

risks related to the frequent re-tender by our customers of their office products contracts;



•

risks related to highly competitive markets and their impact on Buhrmann's market share and profit margins;

37

•

risks related to our reliance on supplier's allowances and promotional incentives;



•

risks related to the cyclical nature of Buhrmann's Graphic Systems Division;



•

risks related to our transition to International Financial Reporting Standards from Dutch GAAP in our financial statements;



•

risks associated with our structure, the Notes, the guarantees and our other indebtedness; and



•

other risks, uncertainties and factors inherent in our business.

        These risks are not exhaustive. For further discussion of these factors and other risks, see the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business."

MARKET SHARE, RANKING AND OTHER DATA

        The market share, ranking and other data contained in this prospectus are based on management's own estimates and are believed by management to be reasonable estimates. However, market share data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.

PRESENTATION OF OUR FINANCIAL INFORMATION

        Unless otherwise indicated, financial data in this prospectus has been prepared in accordance with Dutch GAAP, which differs in certain significant respects from U.S. GAAP. For a discussion of the most significant differences between Dutch GAAP and U.S. GAAP as they relate to Buhrmann, see note 34 to our consolidated financial statements included elsewhere in this prospectus.

        From January 1, 2005, all European publicly listed companies are required to report on the basis of International Financial Reporting Standards (IFRS). Buhrmann started preparing for the transition in 2003, aiming to begin external reporting on the basis of IFRS from the 2005 reporting periods onwards. Within the limits of the IFRS framework we strive towards convergence with our U.S. GAAP reporting. There may be substantial differences between the results of operations, cash flows and financial condition Buhrmann reports under Dutch GAAP from the equivalent data Buhrmann would report under IFRS. Some of the accounting standards under IFRS, including their practical implementation, are not yet fully finalized but we expect that the classification as debt of our Preference Shares A and Preference Shares C under IFRS, which are classified as part of shareholders' equity under Dutch GAAP, will have a material impact. Under IFRS, Buhrmann's Preference Shares A are classified as a liability and Buhrmann's Preference Shares C are classified as compound financial instruments and accordingly recorded as liabilities. See "Risk Factors-There may be substantial differences between our financial condition as reported under Dutch GAAP from the equivalent data we would report under IFRS" and "Management's Discussion and Analysis of Financial Condition and Results of Operations- International Financial Reporting Standards-Buhrmann Accounting Policies under IFRS."

        Some financial and statistical information has been rounded and, as a result, the numerical figures shown as totals in this prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them.

38

NON-GAAP FINANCIAL MEASURES

EBITDA

        EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, Dutch GAAP or U.S. GAAP. EBITDA is not a measure of our financial performance under Dutch GAAP or U.S. GAAP and should not be considered as an alternative to net result, operating result or any other performance measures derived in accordance with Dutch GAAP or U.S. GAAP, or as an alternative to cash flow from operating activities or as a measure of our operating liquidity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-EBITDA" for a description of the calculation of EBITDA and footnote 3 included in "Prospectus Summary-Summary Consolidated Financial and Other Data" and "Selected Consolidated Financial Data" for a description of the calculation of EBITDA.

        We define "EBITDA" as "net result before interest and other financing costs, taxes, depreciation of tangible fixed assets and internally used software and before amortization of goodwill". This is a non-GAAP financial measure for which the most directly comparable GAAP financial measure is "net result." We present EBITDA because we consider it and we believe that our investors and lenders consider it, to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We believe issuers of "high yield" securities also present EBITDA because investors, lenders, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe EBITDA is an appropriate supplemental measure of debt service capacity because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up. Depreciation and amortization are non-cash charges. In certain public disclosures, and in particular in connection with the Rights Issue which commenced on March 15, 2005, we have presented the non-GAAP financial measure "EBITDAE" as a supplemental measure of our performance. We define "EBITDAE" as "operating result before depreciation of tangible fixed assets and internally used software, amortization and impairment of goodwill and before exceptional items." Accordingly, our presentation of EBITDAE in certain disclosure documents is not comparable to our presentation of EBITDA in this prospectus.

        EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under Dutch GAAP or U.S. GAAP. Some of these limitations are:

•

EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;



•

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;



•

EBITDA does not reflect changes in tax;



•

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;



•

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and



•

Other companies may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

        Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying

39

primarily on our Dutch GAAP results and using EBITDA only as a supplementary measure. See the statements of cash flow included in our consolidated financial statements.

Constant Exchange Rates

        We present our results in euro. Results of subsidiaries denominated in currencies other than the euro are translated into euro at an average exchange rate for the period. In the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this prospectus, we include discussions on the performance of our business based on constant exchange rates. We use constant exchange rate analysis to give a year-on-year measure of change which excludes the effect of fluctuations in currency exchange rates because fluctuations in currency exchange rates are outside of our control and may distort our underlying performance and result.

        Changes of results at constant exchange rates can be materially different to changes based on our reported results because prior year average exchange rates can be significantly different from current year average exchange rates.

"Organic" Analysis

        The "organic" analysis presented in this prospectus eliminates all factors that disturb a like-for-like comparison in our relevant business Divisions. These factors include such items as currency exchange rate movements, acquisitions, divestitures, variations in the number of working days, and with respect to our Office Products North America Division, the change to a commission-based model at our subsidiary, ASAP Software Express, Inc. (ASAP), and the change in the sales recognition of the Graphic Systems Division. We use "organic" analysis, in conjunction with constant exchange rates, to give a measure of the underlying growth year-on-year. The factors mentioned above can have a significant impact on a Division's reported results. We believe their exclusion provides a useful insight into the underlying performance of the Division and enables us to monitor the performance of both the underlying businesses and acquired businesses. Organic performance can be materially different to the Division's reported performance.

EXCHANGE RATE INFORMATION

        Amounts expressed in this prospectus in "euro," "EUR" or "€ "relate to the single currency of the member states of the European Union that have adopted such currency in accordance with legislation of the European Union relating to European Economic and Monetary Union. Amounts expressed in "GBP" relate to the British pound, amounts in "AUD" relate to Australian dollars and amounts expressed in "USD," "$" or "U.S. dollar" relate to dollars of the United States of America.

        In January 1999, Buhrmann started reporting in euro. We prepare our financial statements in euro.

        The following table sets forth, for the periods indicated, certain information regarding the Noon Buying Rate for the euro for the period 2000-2004. The term "Noon Buying Rate" means the noon buying rate in New York City for cable transfers into foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York:

	U.S. dollar per euro
	Year end	Average	High	Low
Year
2000	0.9388	0.9207	1.0335	0.8270
2001	0.8901	0.8909	0.9355	0.8370
2002	1.0485	0.9495	1.0485	0.8594
2003	1.2597	1.1315	1.2597	1.0361
2004	1.3538	1.2439	1.3625	1.1801

40

        The average Noon Buying Rate for each year is calculated by using the average of the Noon Buying Rates on the last day of each month during the year.

        In determining earnings originally stated in foreign currencies, Buhrmann used an average of daily exchange rates of the respective currency versus the euro. For the balance sheet, Buhrmann used the exchange rates of the last business day of the reported period. The following table shows the applicable rates used for such purposes for the periods indicated:

	Balance sheet as of December 31, 2002	Income Statement for year ended December 31, 2002
Australian dollar per euro	1.8556	1.7365
Canadian dollar per euro	1.6550	1.4828
British pound per euro	0.6505	0.6287
U.S. dollar per euro	1.0487	0.9448

	Balance sheet as of December 31, 2003	Income Statement for year ended December 31, 2003
Australian dollar per euro	1.6802	1.7384
Canadian dollar per euro	1.6234	1.5821
British pound per euro	0.7048	0.6918
U.S. dollar per euro	1.2630	1.1307

	Balance sheet as of December 31, 2004	Income Statement for year ended December 31, 2004
Australian dollar per euro	1.7459	1.6891
Canadian dollar per euro	1.6416	1.6169
British pound per euro	0.7051	0.6785
U.S. dollar per euro	1.3621	1.2434

        The following table sets forth the high and low Noon Buying Rate for the euro of each of the monthly periods indicated in U.S. dollar per euro:

	High	Low
Month
October 2004	1.2783	1.2271
November 2004	1.3288	1.2703
December 2004	1.3625	1.3224
January 2005	1.3476	1.2954
February 2005	1.3274	1.2773
March 2005	1.3465	1.2877

        On April 5, 2005, the exchange rate of the euro to the U.S. dollar based on the Noon Buying Rate of the Federal Reserve Bank of New York was €1.00 = $1.2842.

41

USE OF PROCEEDS

        This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement dated March 2, 2005 by and among us, the guarantors party thereto, and the initial purchasers of the old notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, an equal number of old notes in like principal amount. We will retire or cancel all of the old notes tendered in the exchange offer.

        On March 2, 2005, Burhmann US Inc. issued and sold the old notes. Buhrmann US Inc. used the proceeds from the offering of the old notes together with funds from the Rights Issue and cash in hand to fund the repurchase of our outstanding Preference Shares C. We consummated the repurchase of our Preference Shares C on March 31, 2005.

42

CAPITALIZATION

        The following table gives an overview of our unaudited cash and cash equivalents and capitalization, in accordance with Dutch GAAP, as of December 31, 2004, on an actual basis and as adjusted to give effect to the offering of the old notes, the Rights Issue and the Recapitalization Transaction.

        You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

			As of December 31, 2004
			Actual		As Adjusted		As Adjusted(1)
			(in millions)
Cash and cash equivalents(2)			€	154	€	99	$	134
Total debt:
Senior Credit Facility
	Term loan facilities(3)			529		529		716
Account receivables securitization				74		74		100
Other debt				33		33		45
Total senior debt				636		636		861
Old Notes				—		110		150
2014 Notes				110		110		150
Subordinated Convertible Bonds				115		115		155
		Total debt(4)	€	861	€	971	$	1,315
Shareholders funds:
	Preference Shares A(5)			181		181		245
	Preference Shares C(6)			339		—		—
	Ordinary shares(7)			899		1,149		1,555
		Total shareholders funds		1,419		1,330		1,800
Total capitalization			€	2,280	€	2,301	$	3,115

(1)

Certain euro amounts have been translated into U.S. dollars at the Noon Buying Rate at December 31, 2004 of $1.3538 to the euro.

(2)

The agreement for the repurchase of the Preference Shares C is made in U.S. dollars. The repurchase of the Preference Shares C was completed on March 31, 2005 at a euro to U.S. dollar exchange rate of €1.00 = $1.30.

(3)

Term loan borrowings under the Senior Credit Facility are comprised of a term loan in an amount of €112 million ($153 million) (Term Loan A) and term loans in an aggregate amount of €417 million ($568 million) (Term Loans C). For a detailed description of the Senior Credit Facility, see "Description of Certain Indebtedness—The Senior Credit Facility."

(4)

Composed of €861 million of long-term debt of which €39 million is classified as short-term.

(5)

Composed of 53,281,979 Preference Shares A with a book value of €181 million (approximately $245 million).

(6)

Composed of 43,628 Preference Shares C with a book value of € 339 million (approximately $462 million).

(7)

Composed of 137,595,164 Ordinary Shares with a book value of €6.53 per share as of December 31, 2004.

43

SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables present selected consolidated financial data for Buhrmann as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004. The selected consolidated financial data should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. The selected financial data set forth below is presented in accordance with Dutch GAAP, and where specified, in accordance with U.S. GAAP. For a discussion of the material differences between Dutch GAAP and U.S. GAAP, as applicable to Buhrmann, please see note 34 to our consolidated financial statements. Additionally, please see "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Major Events" and "—Acquisitions and Divestments" for a description of major events and significant acquisitions or divestments that may affect the comparability of the results of operations presented below.

        We note that under Dutch GAAP, as from January 1, 2002, the results from discontinued operations are included in operating results until the date the operations are actually sold (prior to 2002, such results were included until the moment the divestment decision was made), whereas under U.S. GAAP, the results from discontinued operations are presented separately from continuing operations. Accordingly, under U.S. GAAP the consolidated statements of income for previous years are restated for discontinuance of an operation. The Paper Merchanting Division, which was sold with effect from October 31, 2003, qualifies as a discontinued operation.

	Year ended December 31,
	2000			2001			2002			2003			2004			2004(1)
	(in millions except ratios)
	(audited)
Statement of Income Data:
Amounts in accordance with Dutch GAAP
Net sales	€	9,603		€	10,408		€	9,948		€	8,053		€	5,539		$	7,499
Added value		2,341			2,396			2,253			1,854			1,476			1,999
Impairment of goodwill		—			—			(573	)		(53	)		—			—
Operating result		491			341			(301	)		171			161			218
Result from operations before taxes		270			131			(500	)		(86	)		58			79
Total taxes		(55	)		(24	)		(18	)		68			33			45
Total results from participations and other financial results		5			(3	)		16			(102	)		6			8
Total minority interests		(9	)		(9	)		(12	)		(12	)		(17	)		(22	)
Net result from operations		211			95			(514	)		(132	)		80			109
Extraordinary result, after tax		10			(40	)		(74	)		—			0			0
Net result	€	221		€	55		€	(588	)	€	(132	)	€	80		$	109
Amounts in accordance with U.S. GAAP
Net sales(2)	€	6,581		€	7,310		€	6,967		€	5,840		€	5,550		$	7,514
Operating result(2)		250			116			(718	)		182			213			288
Result from continuing operations(2)		57			13			(849	)		(59	)		104			141
Discontinued operations(2)		30			22			(92	)		(249	)		4			5
Net result before cumulative effect of change in accounting principles(2)		87			35			(941	)		(308	)		108			146
Cumulative effect of change in accounting principles, after tax(2)		—			—			—			(29	)		—			—
Net result(2)	€	87		€	35		€	(941	)	€	(337	)	€	108		$	146

44

Balance Sheet Data (at period end):
Amounts in accordance with Dutch GAAP
Working capital	€	1,366		€	1,231		€	1,103		€	456		€	419		$	567
Total assets		6,418			7,117			5,409			3,677			3,481			4,713
Long-term debt		2,070			2,059			1,678			949			822			1,112
Group equity		1,948			2,671			1,811			1,484			1,474			1,996
Amounts in accordance with U.S. GAAP
Total assets(2)	€	7,127		€	7,701		€	5,607		€	3,791		€	3,683		$	4,986
Long-term debt		2,070			2,059			1,678			949			862			1,167
Group equity(2)		2,513			3,157			1,910			1,504			1,530			2,071
Other Data (unaudited):
Amounts derived from Dutch GAAP
EBITDA(3)	€	664		€	439		€	(216	)	€	213		€	280		$	379
Total financing costs (including exceptional items)		(221	)		(210	)		(199	)		(257	)		(103	)		(139	)
Net investments in tangible fixed assets and internally used software		(122	)		(127	)		(107	)		(79	)		(59	)		(80	)
Ratio of earnings to fixed charges(4)		1.85x			1.06x			—			0.18x			1.21x			1.21x
Amounts derived from U.S. GAAP
EBITDA(3)				€	398		€	(621	)	€	37		€	291		$	394
Total financing costs					(200	)		(203	)		(262	)		(97	)		(131	)
Net investments in tangible fixed assets and internally used software					(127	)		(107	)		(79	)		(59	)		(80	)
Ratio of earnings to fixed charges(4)		1.04	x		0.74	x		—			0.69	x		1.67	x		1.67	x

(1)

Certain euro amounts for 2004 have been translated into United States dollars at the Noon Buying Rate at December 31, 2004 of 1.3538 U.S. dollars to the euro.

(2)

Several U.S. GAAP adjustments have been made to net result under Dutch GAAP to comply with U.S. GAAP. These adjustments have been made, among other things to:

•

recognize discontinuance of certain operations;

•

recognize goodwill on acquisitions that was previously written off to equity;

•

adjust goodwill for restructuring and integration provisions that did not qualify under U.S. GAAP;

•

reverse those restructuring and integration provisions and other provisions not allowed under U.S. GAAP;

•

amortize intangible assets;

•

write-off capitalized software;

•

add extraordinary items to operating income;

•

record derivative instruments at fair value;

•

recognize pension assets;

•

defer revenue for timing differences in recognition;

•

write-off and amortize financing fees;

•

expense operating lease payments on a straight-line basis;

•

as of 2002, reverse amortization and adjust impairment of goodwill; and

•

as of 2003, defer revenue from catalog contributions.

45

Several U.S. GAAP adjustments have been made to total assets under Dutch GAAP to comply with U.S. GAAP. These adjustments have been made, among other things, to:

•

recognize goodwill on acquisitions that was written off to equity under Dutch GAAP;



•

adjust goodwill for restructuring and integration provisions not allowed under U.S. GAAP;



•

recognize intangible assets;



•

expense software costs which do not qualify for capitalization under U.S. GAAP;



•

recognize deferred tax assets under U.S. GAAP;



•

recognize pension assets;



•

adjust our capitalization of financing fees;



•

accrue for operating lease payments on a straight-line basis;



•

as of 2002, reverse amortization and adjust impairment of goodwill; and



•

as of 2003, reduce inventory values for catalog contributions.

(3)

We define "EBITDA" as "net result before interest and other financing costs, taxes, depreciation of tangible fixed assets and internally used software and before amortization of goodwill." This is a non-GAAP financial measure for which the most directly comparable GAAP financial measure is "net result." Buhrmann evaluates its operating performance based on several factors, including the financial measure EBITDA. Buhrmann believes EBITDA to be an important indicator of the operational strength and performance of its business, including the ability to generate cash and to repay long-term debt. For a discussion of the reasons we use EBITDA to evaluate our operating performance, and its limitations, see "Non-GAAP Financial Measures," and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Use of Non-GAAP Financial Measures-EBITDA."

The reconciliation between the Dutch GAAP measure of "net result" and the non-GAAP financial measure "EBITDA" is as follows (based on Dutch GAAP):

	Year ended December 31,
	2000		2001			2002			2003			2004			2004(1)
	(in millions)
Net result	€	221	€	55		€	(588	)	€	(132	)	€	80		$	109
Interest and other financing costs		221		201			199			257			103			139
Taxes		55		(2	)		(11	)		(68	)		(33	)		(45	)
Depreciation of tangible fixed assets and internally used software		113		109			114			104			84			114
Amortization of goodwill		55		67			70			52			45			61
EBITDA	€	664	€	439		€	(216	)	€	213		€	280		$	379

The reconciliation between the U.S. GAAP measure of "net result" and the non-GAAP financial measure "EBITDA" is as follows (based on U.S. GAAP):

	Year ended December 31,
	2001			2002			2003			2004			2004(1)
	(in millions)
Net result	€	35		€	(941	)	€	(337	)	€	108		$	146
Interest and other financing costs		200			203			262			97			131
Taxes		(30	)		(4	)		1			(3	)		(4	)
Depreciation of tangible fixed assets and internally used software		111			115			105			84			114
Amortization of goodwill and other intangibles		82			6			6			5			7
EBITDA	€	398		€	(621	)	€	37		€	291		$	394

(4)

The calculation of the ratio of earnings to fixed charges is set forth in an exhibit to the registration statement relating to this prospectus. Under Dutch GAAP, earnings were insufficient to cover fixed charges for the year ended December 31, 2002 and 2003 by €632 million and €226 million, respectively. Under US GAAP, earnings were insufficient to cover fixed charges for the year ended December 31, 2002 and 2003 by €894 million and €79 million, respectively.

46

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma financial information of Buhrmann has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Buhrmann included elsewhere in this prospectus. The pro forma financial data set forth below is presented in accordance with Dutch GAAP. For a discussion of the material differences between Dutch GAAP and U.S. GAAP, as applicable to Buhrmann, please see note 34 to our consolidated financial statements included elsewhere in this prospectus.

        The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2004 included below gives pro forma effect to the issue of the old notes as if this issue had occurred as of January 1, 2004. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2004 gives pro forma effect to the issue of the old notes as if this issue had occurred as of December 31, 2004.

        The pro forma financial data is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the issue of the old notes actually been consummated on the dates indicated and do not purport to be indicative of results of operations as of any future date or for any future period. The pro forma financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

47

Unaudited Pro Forma Condensed Consolidated Statement of Income
for the year ended December 31, 2004

	Historical		Issue of Old Notes(1)		Pro Forma
	(in millions of €, except per share data)
Amounts in accordance with Dutch GAAP
Net sales	5,539				5,539
Costs of sales	(4,063	)			(4,063	)
Added value	1,476				1,476
Labor and other operating costs	(1,186	)			(1,186	)
Depreciation of tangible fixed assets and software	(84	)			(84	)
Amortization of goodwill	(45	)			(45	)
Impairment of goodwill	—				—
Operating result	161				161
Total financing costs	(103	)	(11	)(2)	(114	)
Result from operations before taxes	58		(11	)	47
Total taxes	33		4	(3)	37
Total results from participations and other financial results	6				6
Total minority interests	(17	)			(17	)
Net result	80		(7	)	73
Net result per ordinary share, basic and fully diluted	0.32		—		0.32	(4)

(1)

The adjustments to give pro forma effect to the issue of old notes in accordance with US GAAP are the same as under Dutch GAAP. For a discussion of the adjustments to reconcile historical net result to US GAAP, please see note 34 to our consolidated financial statements included elsewhere in this prospectus.

(2)

This comprises interest of €10 million (USD 12 million) and amortization of capitalized financing costs of €1 million.

(3)

Comprises taxes on adjustment of total financing costs at the statutory tax rates in the countries in which these costs are tax deductible.

(4)

Assumed that with the proceeds of the old notes a pro rata portion of the Preference Shares C was repurchased, based on proceeds of the old notes of €109 million (USD 149 million) and total repurchase price of the Preference Shares C of €400 million (USD 520 million)—see "Prospectus Summary—The Recapitalization Transaction," thereby reducing the Preference Shares C dividend requirement.

48

Unaudited Pro Forma Condensed Consolidated Balance Sheet
for the year ended December 31, 2004

		Historical	Issue of Old Notes(1)		Pro Forma
		(in millions of €)
Amounts in accordance with Dutch GAAP
	Fixed assets	1,977	6	(1)	1,983
	Current assets:
	Inventories of trade goods	422			422
	Trade receivables	731			731
	Other receivables	197			197
	Cash	154			154
	Total assets	3,481	6		3,487
	Group equity:
	Shareholders' equity	1,419	(104	)(2)	1,315
	Minority interests	55			55
		1,474	(104	)	1,370
	Provisions	199			199
	Long-term liabilities	822	110	(3)	932
	Current liabilities:
	Loans and bank overdrafts	39			39
	Accounts payable	663			663
	Other liabilities	284			284
	Total group equity, provisions and liabilities	3,481	6		3,487

(1)

This comprises capitalized financing costs (including discount).

(2)

Assumed that with the proceeds of the old notes a pro rata portion of the Preference Shares C were repurchased, based on proceeds of the old notes of €109 million (USD 149 million) and total repurchase price of the Preference Shares C of €400 million (USD 520 million)—see "Prospectus Summary—The Recapitalization Transaction".

(3)

This comprises the old notes for an amount of € 110 million (USD 150 million).

49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information in this section should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and the notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements. Our actual results may differ materially from those contemplated in the forward-looking statements. Forward looking statements involve a number of risks, uncertainties and assumptions, and include trend information and other factors that could cause actual results to differ materially, including, but not limited to, those set forth under the section entitled "Risk Factors."

General

        The following discussion and analysis of our results of operations and financial condition, which should be read together with our consolidated financial statements and the notes thereto appearing elsewhere in this document, is organized as follows:

•

Overview.  This section provides a brief description of the activities of Buhrmann and its Divisions.



•

Use of Non-GAAP Financial Measures.  This section discusses the presentation and use by the Company of certain non-GAAP financial measures in this prospectus and provides an explanation of why we believe each of these non-GAAP financial measures provides useful information regarding the Company's financial condition and results of operations.



•

Critical Accounting Policies.  This section provides a discussion of certain accounting estimates and assumptions involved in the application of Dutch GAAP and U.S. GAAP that may have a material impact on our reported financial condition and operating performance, and on the comparability of this information over different periods.



•

Major Events and Acquisitions and Divestments.  These sections provide a brief description of major events and significant acquisitions or divestments that may impact the comparability of the results of operations being analyzed.



•

Results of Operations.  This section provides an analysis of Buhrmann's results of operations for the year ended December 31, 2004 as compared to the year ended December 31, 2003 and an analysis of results of operations for the year ended December 31, 2003 as compared to the year ended December 31, 2002. The analysis in this section is presented on a consolidated and a segment basis.



•

Liquidity and Capital Resources.  This section provides an analysis of Buhrmann's financial condition for the year ended December 31, 2004, and cash flows for the year ended December 31, 2004 as compared to the year ended December 31, 2003, and includes a discussion of our off-balance sheet arrangements, contingent liabilities and contractual obligations.



•

New Accounting Pronouncements.  This section provides a brief analysis of new accounting changes for Buhrmann which might have an impact on results of operations, financial position and cash flows from January 1, 2005, including the impact of the IFRS, which is Buhrmann's primary basis of accounting as of January 1, 2005.

        Our consolidated financial statements have been prepared in accordance with Dutch GAAP, which, in certain significant aspects, differ from U.S. GAAP. For a discussion of the principal differences between Dutch GAAP and U.S. GAAP, as they relate to us, and a reconciliation of net result and group equity from Dutch GAAP to U.S. GAAP, please see note 34 to our consolidated financial statements included elsewhere in this prospectus.

50

Overview

        We believe Buhrmann is one of the world's leading suppliers of office products to businesses and institutions in North America, Europe, Australia and New Zealand, based on revenue. Our Office Products business is comprised of three divisions: North America, Europe and Australia. For reporting purposes, the Office Products Europe and Office Products Australia Divisions are combined. The Office Products Divisions combined represented 93% of Buhrmann's total sales in 2004.

        In addition, we believe Buhrmann is a leading supplier of graphic equipment and related services, supplies and spare parts to commercial printers in six European countries, based on revenue. Our Graphic Systems Division sells, maintains and services graphic equipment. For related services it holds over 80,000 stock items in five warehouses in Europe. The Graphic Systems Division represented 7% of Buhrmann's total sales in 2004.

        On October 31, 2003, Buhrmann completed the sale of its Paper Merchanting Division. Buhrmann's Paper Merchanting Division was a distributor of paper and related products to the graphic, office and display markets.

Use of Non-GAAP Financial Measures

        Our non-GAAP financial measures should be considered in addition to, and not as a substitute for or as a superior measure to, measures of financial performance reported in our primary financial statements. Where we discuss non-GAAP financial measures, the most directly comparable GAAP figures have been presented together with a reconciliation of the GAAP and non-GAAP figures. Below is an explanation of why we believe each of the non-GAAP financial measures used in this prospectus provides useful information regarding our financial condition and results of operations. Our financial statements are presented in this prospectus beginning on page F-1.

EBITDA

        We define "EBITDA" as "net result before interest and other financing costs, taxes, depreciation of tangible fixed assets and internally used software and before amortization of goodwill." This is a non-GAAP financial measure for which the most directly comparable GAAP financial measure is "net result." We present EBITDA because we consider it, and we believe that our investors and lenders consider it, to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In certain public disclosures, and in particular in connection with the Rights Issue which commenced on March 15, 2005, we have presented the non-GAAP financial measure "EBITDAE" as a supplemental measure of our performance. We define "EBITDAE" as "operating result before depreciation of tangible fixed assets and internally used software, amortization and impairment of goodwill and before exceptional items." Accordingly, our presentation of EBITDAE in certain disclosure documents is not comparable to our presentation of EBITDA in this prospectus.

        Buhrmann evaluates its operating performance based on several factors, including its financial measure of EBITDA. EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, Dutch GAAP or U.S. GAAP. EBITDA is not a measure of our financial performance under Dutch GAAP or U.S. GAAP and should not be considered as an alternative to net result, operating result or any other performance measures derived in accordance with Dutch GAAP or U.S. GAAP or as an alternative to cash flow from operating activities as a measure of our operating liquidity.

        In addition, we believe that the presentation of "EBITDA" as a financial measure provides useful information because it excludes the inconsistent impact of amortization of goodwill on operating result across the Company's Divisions. Prior to January 1, 1997, under Dutch GAAP, goodwill was written off

51

directly to shareholders' equity. This means that no amortization or impairment expense is recorded for goodwill on acquisitions which were made prior to January 1, 1997.

        EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under Dutch GAAP or U.S. GAAP. For a discussion of the limitations of EBITDA, see "Non-GAAP Financial Measures—EBITDA."

        The reconciliation between the Dutch GAAP measure of "net result" and the non-GAAP financial measure "EBITDA" is as follows (based on Dutch GAAP):

	Year ended December 31,
	2004			2003			2002
	(in millions)
Net result	€	80		€	(132	)	€	(588	)
Interest and other financing costs		103			257			199
Taxes		(33	)		(68	)		(11	)
Depreciation of tangible fixed assets and internally used software		84			104			114
Amortization of goodwill		45			52			70
EBITDA	€	280		€	213		€	(216	)

Constant exchange rates

        We present our results in euro. Results of subsidiaries denominated in currencies other than the euro are translated into euro at an average exchange rate for the period. In our operating and financial review and prospects we include discussions on the performance of our business based on constant exchange rates. We use constant exchange rate analysis to give a year-on-year measure of change which excludes the effect of fluctuations in currency exchange rates because fluctuations in currency exchange rates are outside of our control and may distort our underlying performance and result.

        Changes of results at constant exchange rates as disclosed elsewhere in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are calculated by translation of prior year results into euro at a current year average exchange rate.

        Changes of results at constant exchange rates can be materially different to changes based on our reported results because prior year average exchange rates can be significantly different from current year average exchange rates.

"Organic" Analysis

        The "organic" analysis presented in this prospectus eliminates all factors that disturb a like-for-like comparison in our relevant business Divisions. In addition to the currency exchange rate movements discussed above, these factors include such items as acquisitions, divestitures, variations in the number of working days, and with respect to our Office Products North America Division, the change to a commission-based model at our subsidiary, ASAP Software Express, Inc. (ASAP), and the change in the sales recognition of the Graphic Systems Division. We use "organic" analysis, in conjunction with constant exchange rates to give a measure of the underlying growth year-on-year. The factors mentioned above can have a significant impact on a Division's reported results. Their exclusion provides a useful insight into the underlying performance of the Division and enables us to monitor the performance of both the underlying businesses and acquired businesses. Organic performance can be materially different to the Division's reported performance. In each instance where we present organic results, we also present a table which illustrates the basis on which the result is derived and a reconciliation to the nearest comparable GAAP measure.

52

Critical Accounting Policies

        The preparation of financial statements in accordance with Dutch GAAP and U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Buhrmann bases its estimates on historical experience which are evaluated on an on-going basis. If actual amounts or estimates are different than previously estimated, the revisions are included in the Company's results for the period in which the revised amounts become known. Buhrmann believes that the accounting policies that are most critical in determining the presentation of the financial condition and which require subjective or complex judgments from management are the following:

•

impairment and amortization of goodwill;



•

other receivables in respect of rebates from suppliers;



•

provisions for restructuring and integration;



•

provisions for legal proceedings;



•

pensions;



•

taxation in respect of deferred taxes; and



•

currency translation and exchange differences on loans and currency swaps.

        Buhrmann's accounting policies, including the aforementioned critical accounting policies, are discussed in the notes to the consolidated financial statements included elsewhere in this prospectus, including note 34, which also discusses the principal differences between Dutch GAAP and U.S. GAAP as they relate to Buhrmann.

Impairment of goodwill

        Goodwill is tested for impairment at least once annually or more frequently if changes in circumstances indicate that an impairment may have occurred. Under the impairment test under Dutch GAAP, the fair value of the cash-generating unit that contains the goodwill is compared to its book value, including the goodwill. Under Dutch GAAP, any excess of book value over fair value is recorded as an impairment of goodwill, if the impairment is expected to be permanent. The fair value of the cash-generating unit is calculated based on discounted future cash flows and residual values. Under U.S. GAAP, a two-step process is performed to analyze whether or not goodwill has been impaired. Step one is to test for potential impairment, and requires that the fair value of the reporting unit be compared to its book value including goodwill. The fair value of the reporting unit is calculated based on discounted future cash flows and residual values as under Dutch GAAP. If the fair value is higher than the book value, no impairment is recognized. If the fair value is lower than the book value, a second step is performed. The second step is to measure the amount of impairment loss, if any, and requires that assets and liabilities, including unrecognized intangible assets such as customer and supplier relationships and brand names, be assigned fair values in a hypothetical purchase price allocation to determine the implied fair value of goodwill. This fair value is then compared to the carrying value of goodwill. If the implied fair value is lower than the carrying value, an impairment must be recorded for the difference.

        The annual impairment test did not result in an impairment of goodwill in 2004 under Dutch GAAP or U.S. GAAP. In 2003, Buhrmann recorded an impairment charge on goodwill of €53 million under Dutch GAAP and €49 million under U.S. GAAP. In 2002, an impairment charge of €573 million under Dutch GAAP and €1,012 million under U.S. GAAP was recorded. Our judgment relating to the fair value of assets and liabilities, including unrecognized intangible assets, is affected by such factors as assumed economic conditions and expectations about our markets and our operating performance.

53

These factors may change over time and may cause the Company to record additional impairment charges which may adversely impact operating result and net result. Also the fair value and hence the impairment charge is sensitive to the discount rate chosen. The discount rate is derived from the estimated weighted cost of capital, reflecting the risks inherent to our business and a normative financing profile. A 0.5% higher discount rate would have resulted in an approximately €14 million higher impairment under both Dutch GAAP and U.S. GAAP in 2003 and €160 million in 2002. Conversely, a 0.5% lower discount rate would have resulted in an approximately €16 million lower impairment charge under both Dutch GAAP and U.S. GAAP in 2003 and €180 million in 2002. As almost the full amount of the impairment charge is not tax deductible, the higher or lower amount of impairment would impact net result almost fully.

Amortization of goodwill

        Under Dutch GAAP, goodwill is amortized over the expected economic life of the asset; goodwill is not amortized under U.S. GAAP. The assessment of the economic life of an asset is based on the consideration that a permanent advantage is being realized. Consequently, Buhrmann applies the maximum amortization period of 40 years as allowed under Dutch GAAP. The table below demonstrates the increase in the amortization charge in the event that the economic life of the asset is less than originally assessed by showing the amount by which the amortization charge of €45 million in 2004 would be increased (amounts in millions of euro):

Revised economic life:	Increase in amortization charge (annualized):
30 years	60
20 years	91
10 years	181

        As almost the full amount of this amortization charge is not tax deductible, the above additional charges would impact net result almost fully.

Other receivables in respect of rebates from suppliers

        Buhrmann receives various types of rebates from suppliers, which are based on the volume of goods purchased (volume-based rebates) or based on the inclusion of certain products of the supplier in Buhrmann's catalog offerings (catalog contributions) or are received for entering into a contract with a supplier (contract-based rebates).

        Volume-based rebates are settled in arrears, mostly not exceeding one year. For each reporting period Buhrmann accrues volume-based rebates on the basis of prudently estimated purchased volumes for the rebate period. Rebates received or accrued relating to goods not yet sold are deducted from the value of the related inventories. These inventory related rebates are recognized as income in the period when the relevant inventories are sold to third-parties.

        Catalog contributions from suppliers are usually settled in arrears and are based on the number of pages dedicated to the products of a supplier in a catalog or on purchased volumes from a catalog. Before January 1, 2003, catalog contributions were recognized as income over the life of the related catalog both under U.S. GAAP and Dutch GAAP. As of January 1, 2003, for U.S. GAAP purposes only, Buhrmann adopted a policy of treating all catalog contributions as a reduction of purchase cost in accordance with Emerging Issues Task Force (EITF) Issue No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a Vendor." This means that under U.S. GAAP, as of January 1, 2003, a portion of the catalog contributions will be deferred in inventory and will be recognized as a reduction of cost of sales when the products are sold, similar to the practice for volume-related rebates.

54

The allocation to purchase costs of catalog contributions that are based on the number of pages in a catalog is based on an implied relationship with purchases of products, as they are not related to volumes. The designation of an implied relationship requires certain subjective judgments from management.

        Contract-based rebates are recorded as income evenly over the life of the contract, unless it qualifies as compensation for costs incurred in relation to the changing of a specific supply arrangement.

        Provisions for collection risk are recorded up to recoverable value only if specific events indicate that collection of the rebates is less certain due to a credit event at the supplier or a dispute on the actual rebate amount accrued.

        Actual rebates received and the allocation to purchase costs could be different than originally assessed which could impact operating result and net result.

Provisions for restructuring and integration

        Buhrmann records provisions for restructuring and integration relating to cost-saving restructuring measures and the integration of acquired businesses. These provisions are based on Buhrmann's best estimate of costs to be incurred for, among other things, severance payments, termination fees and penalties for rental and other contracts. If actual costs are different than originally estimated, the provisions for restructuring and integration may be insufficient which could affect operating result and net result. Furthermore, additional restructuring measures may be necessary depending on changes in economic conditions and operating performance, which may result in additional provisions, which in turn may affect operating result and net result. Restructuring and integration activities in 2004 and 2003 were not significant.

Provisions for legal proceedings

        Buhrmann is involved in various legal and regulatory proceedings arising in the normal course of its business. Buhrmann accrues for the estimated probable costs to resolve these proceedings if a reasonable estimate can be made of the outcome of which the incurrence is judged to be probable. After consultation of in-house and outside legal counsel, these accruals are based on the analysis of possible outcomes of litigation and settlements. Operating result and net result could be affected if actual outcomes are different than originally estimated.

Pensions

        Buhrmann's operating companies in Europe offer a variety of defined benefit plans. In countries such as the Netherlands and the United Kingdom, these defined benefit plans are maintained in separate trusts (pension funds) to which Buhrmann makes contributions.

        Under Dutch GAAP, these pension funds are not included in the consolidated financial statements. The periodically paid contributions to these pension funds are expensed when incurred. In case the Company is obligated to make additional contributions to the pension plans in order to meet minimum funding levels, as required by local law or specific arrangements, an accrual is recorded. The funding levels are based on, among other things, actuarial assumptions, estimated returns and the market value of the pension funds' assets. Actual circumstances could change the impact of these assumptions, which could result in additional contributions, which in turn could have an adverse affect on Buhrmann's operating result and net result.

        Under U.S. GAAP, the Company accounts for pensions in accordance with SFAS No. 87 under which pension expense and related plan assets and benefit obligations are based on a specific methodology that reflects the concepts of accrual accounting. SFAS No. 87 requires re-adjustment of

55

the significant actuarial assumptions annually to reflect current market and economic conditions. Amounts are reflected in the income statement systematically over the service lives of the employees covered by the plan. Amounts expensed are typically different from amounts funded. Application of SFAS No. 87 requires that management makes use of assumptions regarding discount rate, expected return on plan assets and rates of compensation, state pension and pension increases in assessing plan assets, benefit obligations and periodic pension costs. Actual circumstances could change the impact of these assumptions giving rise to different plan assets and benefit obligations, reflected as additional income or expense which could have an affect on Buhrmann's operating result and net result.

Taxation in respect of deferred taxes

        Buhrmann has a considerable amount of loss carry forwards. For these loss carry forwards and for temporary differences in the valuation of assets and liabilities for reporting and fiscal purposes, deferred tax assets and deferred tax liabilities are recognized. Buhrmann records valuation allowances to reduce deferred tax assets to the amount of the deferred tax assets likely to be realized. In determining these valuation allowances and deferred tax liabilities, Buhrmann's assessment of future taxable income, tax planning and the possibility that prior year tax returns will be challenged by the tax authorities, are factors taken into account. These factors are determined in consultation with in-house and outside tax experts. If actual future taxable income is different than originally assessed, if tax planning fails to materialize or if the possibility that prior year tax returns will be challenged turn out to be different than originally assessed, the valuation allowances on deferred tax assets and the deferred tax liabilities may have to be adjusted which may have an affect on Buhrmann's reported tax expense and net result in future years.

Currency translation and exchange differences on loans and currency swaps

        Translation and exchange differences on loans and currency swaps are recorded in income except if they relate to inter-company loans extended by a Group company, including the parent, to another Group company insofar as these loans are designated as permanently invested, in which case differences are recorded directly in shareholders' equity. Translation differences on loans extended by third parties and currency swaps concluded with third parties, which are designated as, and effective as, economic hedges of net investments (equity investments or permanently invested loans) in a foreign Group company are also recorded directly in shareholders' equity.

        The designation of loans as permanently invested requires certain subjective judgments from management as to, among other things, the intended renewal of loans at maturity and hedge effectiveness.

Major Events

        The following events substantially affected our results of operations for the periods presented and our Consolidated Financial Statements for 2004, 2003 and 2002 and should be considered in light of these events:

2004

        In the second and third quarter of 2004, changes to the capital structure were made. We repaid the $350 million 12¹/4% Senior Subordinated Notes due 2009. We funded the repayment by issuing $150 million of new 8¹/4% Senior Subordinated Notes due 2014, increasing the Term Loans under the Senior Credit Facility by $125 million and using available liquidity in the Company. Simultaneously, certain term loans (Term Loans B) were replaced by the Term Loans C, thereby lowering the interest rate throughout the pricing matrix by 25 basis points.

56

        The U.S. dollar continued to weaken against the euro with the year-end exchange rate 7% lower, and the average exchange rate 9% lower as compared to 2003.

        A number of exceptional items were reported affecting the net result by negative €14 million.

2003

        In the fourth quarter, the existing senior credit facility was repaid and replaced by the Senior Credit Facility and the issuance of the €115 million Subordinated Convertible Bonds.

        In the fourth quarter, an impairment charge on goodwill for Office Products Europe of €53 million was recorded.

        In the fourth quarter, the sale of the Paper Merchanting Division was completed, leading to an exceptional loss after tax of €167 million, and to a net cash inflow of €637 million.

        In the first quarter, an indemnity payment of €79 million was received which resulted in an exceptional net profit of approximately €58 million.

        The U.S. dollar continued to weaken against the euro with the year-end exchange rate 17% lower, and the average exchange rate 16% lower as compared to 2002.

2002

        In the fourth quarter, extraordinary charges of €111 million before tax were taken for restructuring plans, which include further reductions in the workforce and write-offs of redundant IT systems and distribution facilities.

        In the fourth quarter, an impairment charge on goodwill of €573 million was recorded.

        The year-end exchange rate of the U.S. dollar against the euro was 19% lower and the average exchange rate was 6% lower as compared to 2001.

Acquisitions and Divestments

        In 2004, 2003 and 2002, Buhrmann made a number of smaller acquisitions, mainly in the Office Products Australia Division.

        In the fourth quarter of 2004, Buhrmann sold the digital printing activities of its Graphic Systems Division to NexPress Solutions, Inc., a subsidiary of Eastman Kodak Company (NexPress).

        On October 31, 2003, Buhrmann completed the sale of the Paper Merchanting Division to PaperlinX Limited. The initial consideration for the sale was €706 million. As the sale was made on a debt-free and cash-free basis, the consideration was accordingly reduced by €6 million. Under the terms of the final purchase agreement, there were certain agreed purchase price adjustments mainly related to the net asset value of the Paper Merchanting Division, pensions and restructuring. These purchase price adjustments resulted in a further reduction of the purchase price of €63 million. For further information, see note 3 to our consolidated financial statements included elsewhere in this prospectus. Net sales of the Paper Merchanting Division were €2,266 million in 2003, until October 31, 2003, and €2,988 million in 2002.

        In April 2003, Buhrmann sold the assets of DocVision B.V. (DocVision) (mailroom, copy and print services and archives management).

        In 2002, no major divestments were made by Buhrmann.

        These acquisitions and divestments affect the comparability of Buhrmann's results of operations over the three-year period ending December 31, 2004.

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Results of Operations

        The following table sets forth, for the periods indicated, net sales, added value and operating result by Buhrmann's divisions as well as net sales and operating result by geographic region.

	Year ended December 31,
	2004			2003			2002
	(in millions)
Summary by Division
Net Sales:
Office products North America	€	3,628		€	3,939		€	4,931
Office products Europe and Australia		1,500			1,479			1,540
Graphic Systems		411			369			489
Sub-total excluding the Paper Merchanting Division		5,539			5,787			6,960
Paper Merchanting Division		—			2,266			2,988
Total Group	€	5,539		€	8,053		€	9,948
Added Value:
Office products North America	€	961		€	1,018		€	1,261
Office products Europe and Australia		420			392			413
Graphic Systems		95			85			118
Sub-total excluding the Paper Merchanting Division		1,476			1,495			1,792
Paper Merchanting Division		—			359			461
Total Group	€	1,476		€	1,854		€	2,253
Operating Result:
Office products North America	€	138		€	115		€	(273	)
Office products Europe and Australia		47			(23	)		(75	)
Graphic Systems		0			(13	)		23
Corporate		(24	)		37			(20	)
Sub-total excluding the Paper Merchanting Division		161			116			(345	)
Paper Merchanting Division		—			55			44
Total Group	€	161		€	171		€	(301	)
Summary by Geographic Region
Net Sales:
United States	€	3,268		€	3,667		€	4,665
United Kingdom		148			884			1,251
The Netherlands		281			772			961
Germany		321			701			817
Rest of European Union members		710			1,188			1,458
Australia and New Zealand		589			496			419
Rest of the World		222			345			377
Total Group	€	5,539		€	8,053		€	9,948

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Operating Result:
United States	€	116		€	96		€	(296	)
United Kingdom		0			22			28
The Netherlands (including Corporate)		(14	)		0			33
Germany		(10	)		(10	)		(15	)
Rest of European Union members		6			12			(101	)
Australia and New Zealand		48			31			33
Rest of the World		15			20			17
Total Group	€	161		€	171		€	(301	)

Results of operations-year ended December 31, 2004 compared to year ended December 31, 2003

        Net sales for the Buhrmann Group were €5,539 million in 2004 compared to €5,787 million in 2003, excluding the Paper Merchanting Division. At constant exchange rates this is an increase of 1.1%. Added value decreased from €1,495 to €1,476. At constant exchange rates, this is an increase of 4.3%, excluding the Paper Merchanting Division. Market conditions in North America gradually improved, while Europe remained difficult and Australia continued to grow.

        Margin enhancement was supported by two of our key strategic initiatives: our Private Brand program and our Preferred Supplier initiative. There was an increase of orders and sales for printing equipment in our Graphic Systems Division.

        We continued our disciplined working capital management and cost control. Combined with our improved operating results, return on capital employed improved further.

        Our capital structure was further optimized. The Senior Credit Facility and the issue of the Subordinated Convertible Bonds in the fourth quarter of 2003 resulted in lower financing costs in 2004. In the third quarter of 2004, the maturity of our debt portfolio was extended. This was achieved by the successful placing of the 2014 Notes and an increase of loans under the Senior Credit Facility. Cash on hand from the proceeds was used to fund the tender for our 12¹/4% Senior Subordinated Notes due 2009 (the 2009 Notes).

        We again achieved a positive available cash flow in 2004.

        With effect from October 31, 2003, we divested our Paper Merchanting Division, which affects the comparability of our results of operations for the year ended December 31, 2004 with the year ended December 31, 2003. The consolidated statements of income and cash flows for 2003 only include income and cash flows of the Paper Merchanting Division for the period January 1 to October 31.

        In December 2003, we recorded an impairment charge on goodwill for the Office Products Europe Division. No goodwill impairment charges were required in 2004.

        Although the major proportion of our activities is conducted in U.S. dollars, our financial position, results of operations and cash flows as reported in euro were affected by the translation effects of the weakening of the exchange rate of the U.S. dollar to the euro in both 2004 and 2003. Changes at constant exchange rates in the tables below exclude the effect of fluctuations in currency exchange rates on reported numbers in euro.

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Consolidated Results

Net sales; Added value; Operating result

        The following table shows net sales, added value and operating result, excluding the Paper Merchanting Division and its related Corporate holding companies.

	2004			2003			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	5,539		€	5,787		(4.3	)%	1.1	%
Added value		1,476			1,495		(1.2	)%	4.3	%
Operating result	€	161		€	116		38.4	%	47.5	%
Added value as a percentage of net sales		26.7	%		25.8	%
Operating result as a percentage of net sales		2.9	%		2.0	%

        The following table shows net sales, added value and operating result, including the Paper Merchanting Division and its related corporate holding companies (until October 31, 2003).

	2004			2003			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	5,539		€	8,053		(31.2	)%	(27.3	)%
Added value		1,476			1,854		(20.3	)%	(15.8	)%
Operating result	€	161		€	171		(6.0	)%	0.2	%
Added value as a percentage of net sales		26.7	%		23.0	%
Operating result as a percentage of net sales		2.9	%		2.1	%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

Net sales

        Net sales of our Group were €5,539 million in 2004 compared with €5,787 in 2003, excluding the Paper Merchanting Division, a decrease of 4.3% which is attributable to the further weakening of the U.S. dollar. At constant exchange rates, net sales were up 1.1%, excluding the Paper Merchanting Division. Net sales in the Office Products Europe and Australia Divisions combined, were level with last year at constant exchange rates, whereas the Graphics Systems Division increased net sales by 11.6%.

        In 2004, the organic sales growth of the Group, excluding the Paper Merchanting Division, was 2% positive against a decline of 4% in 2003, mainly reflecting the recovery of demand in North America. Sales to our existing large account customers increased as a result of our initiative to extend the product range. Also, software sales progressed markedly in 2004 compared to 2003. We noticed encouraging signs of recovery in our business in the United Kingdom while our continental European operations continued to experience difficult market conditions. Our Australia and New Zealand based office products business continued to perform strongly in 2004.

        Globally, our mid-market sales did not live up to our expectations, but we continued our investments in marketing, sales and service models for these markets.

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        Our Graphic Systems Division achieved noticeable growth in printing equipment orders in the second half of 2004, primarily reflecting the impact of the DRUPA exhibition in May 2004 and increased investment relating to the economic recovery.

        The following table presents a calculation, on an organic basis, of net sales for the Group in 2004 as compared to 2003.

	2004			2003			Change in %
	(in millions, except percentages)
Net sales	€	5,539		€	8,053
Divestment of the Paper Merchanting Division		—			(2,266	)
Net sales excluding the Paper Merchanting Division		5,539			5,787
Effect of currency exchange rate movements		—			(312	)
Net sales at constant exchange rates excluding the Paper Merchanting Division		5,539			5,474
Acquisitions and divestments		(14	)		9
Variation in the number of working days		(14	)		—
Change to commission-based model at ASAP(1)		243			153
Change in sales recognition of Graphic Systems Division(2)		—			13
Net sales on an organic basis	€	5,743		€	5,649		2	%

(1)

Change to commission-based model at ASAP relates to sales of software products by ASAP whereby the manufacturer performs the billing and ASAP receives a commission from the manufacturer which is recorded as sales by ASAP. In the past, ASAP performed the billing of these sales and ASAP recorded sales and cost of sales separately rather than only the commission.

(2)

Change in sales recognition in the Graphic Systems Division relates to graphic machines of which the sale, as of January 1, 2003, is recognized at installation whereas prior to January 1, 2003, the sale was recognized at delivery of the machines.

Added value

        In 2004, the added value of the Group benefited from increased sales and margin enhancement. The added value was €1,476 million in 2004 compared to €1,495 million in 2003, excluding the Paper Merchanting Division, a decrease of 1.2%. At constant exchange rates however, added value improved by 4.3% despite competitive pricing pressure. Added value as a percentage of net sales, excluding the Paper Merchanting Division, improved from 25.8% to 26.7% in 2004. This is largely attributable to our successful strategic initiatives to increase our share of private brand products and to convert customers to the products of preferred suppliers.

        Graphic Systems continued its strategy to make sales less dependent on the economic cycle by increasing sales of Triple S, which also has higher margins.

        In 2003, an exceptional charge of €5 million was recorded in added value in the Australian Division to fully comply with Buhrmann's rebate and catalog income recognition policies. In 2004, no exceptional results were recorded in added value.

Operating result

        Operating result of the Group increased 38.4% from €116 million in 2003, excluding the Paper Merchanting Division, to €161 million in 2004. At constant exchange rates the increase amounted to 47.5%, excluding the Paper Merchanting Division, driven by the increased added value.

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        Amortization of goodwill in 2004 amounted to €45 million, compared with €49 million in 2003, excluding the Paper Merchanting Division, predominantly due to the lower exchange rate of the U.S. dollar and a lower goodwill number due to an impairment charge of €53 million in 2003. This charge was recorded following the annual goodwill impairment test, as the calculated fair value of the European Office Products Division was lower than the book value. For 2004, no impairment charge was required, reflecting the improved business performance and prospects.

        Depreciation costs of tangible fixed assets and internally used software decreased by 3.4% (at constant exchange rates, the increase was 2.4%) to €84 million in 2004 from €87 million in 2003, excluding the Paper Merchanting Division. Depreciation costs for 2004 include an incidental charge of €2 million for the write-off of software that could not be effectively used.

        The number of full time employees, excluding the Paper Merchanting Division, was reduced by 1.2% to 17,618 at year-end 2004.

        In 2004, exceptional results as part of operating result amounted to a loss of €5 million which consisted of a provision for announced restructuring activities in Office Products Europe. These restructuring activities included reorganizations at the Benelux offices as well as the copier division in Germany.

        In 2003, total exceptional operating results amounted to an income of €43 million, excluding the Paper Merchanting Division, and consisted of the following:

•

Office Products North America: a reassessment of lease commitments of vacant properties, which were included in the 2002 restructuring charge (expense of €6 million).



•

Office Products Europe and Australia: an adjustment of catalog income recognition of Office Products Australia to fully comply with Buhrmann accounting policies (expense of €5 million); and additional restructuring charges in Office Products Europe (expense of €3 million).



•

Graphic Systems: a restructuring charge (expense of €1 million).



•

Corporate: primarily the result of an indemnity payment (income of €58 million net of costs) awarded to Buhrmann as the outcome of arbitration proceedings against the French company Ipfo Bail S.A.

        The above mentioned factors resulted in an improvement of operating result as a percentage of net sales from 2.0% in 2003 (excluding the Paper Merchanting Division) to 2.9% in 2004.

Financial income and expense; Minority interests; Taxation

	2004			2003
	(in millions)
Total financing costs	€	(103	)	€	(257	)
Results from participations and other financial results		6			(102	)
Total minority interests		(17	)		(12	)
Total taxes		33			68
Total financial items	€	(81	)	€	(303	)

Total financing costs

        Net financing costs consist of interest costs and amortization of capitalized financing fees.

        Excluding translation differences, interest costs were reduced by €79 million from €144 million in 2003 to €65 million in 2004, as a result of the lower average interest bearing debt level and lower interest rates following the optimization of the capital structure. After obtaining the Senior Credit

62

Facility and issuing the Subordinated Convertible Bonds in the fourth quarter of 2003, we repaid our $350 million 2009 Notes in the third quarter of 2004. We financed the repayment with an issue of $150 million of new 2014 Notes, an increase of $125 million of Term Loans under the Senior Credit Facility and the balance and fees out of cash on hand. Simultaneously, the Term Loans B were replaced by Term Loans C as we used the opportunity to lower the interest on the Term Loans C by 0.25% compared to the Term Loans B.

        Amortization of capitalized financing fees was €5 million in 2004 and €14 million in 2003.

        In 2004, exceptional financing costs, before taxes, in a total amount of €35 million were recorded, consisting of:

•

a premium paid to holders of the 2009 Notes in June 2004 of € 27 million;



•

a non-cash write-off of capitalized financing fees of €4 million; and



•

an exceptional financing cost of €4 million was recorded for actuarial results on the pensions of our U.S. forms management business.

        In 2003, exceptional financing costs of €96 million were recorded. This includes an impairment of capitalized financing fees of €53 million as a result of repayments of debt with the proceeds from the sale of the Paper Merchanting Division, the replacement of our old Senior Credit Facility and the issue of the Subordinated Convertible Bonds. This also includes a charge of €40 million as a result of settlement of interest rate swaps following the debt reduction in order to achieve a fixed to variable rate profile in line with our policy for hedging interest rate risks. In addition, in connection with the refinancing of our old senior credit facility with the Senior Credit Facility and the issue of the Subordinated Convertible Bonds, exceptional advisory costs of €5 million were recorded.

        Total financing costs also includes the resulting currency translation differences on accounts receivable, cash and liabilities after application of currency forward contracts and certain currency translation differences on intercompany loans amounting to an income of €2 million in 2004 and a loss of €3 million in 2003.

Results from participations and other financial results

        Exceptional other financial results in 2004, of €6 million in total, include exceptional income from the release of contractual provisions related to former divestments as well as write-offs of some minor investments.

        Exceptional other financial results in 2003 include a book loss of € 79 million from the sale of the Paper Merchanting Division, related transaction costs of €15 million and provisions for indemnities and warranties of €18 million. Also included is a €7 million gain from the sale of DocVision and a gain of €2 million due to a release of a divestment related provision which was no longer needed.

Minority interests

        Minority interests mainly represent the 48.5% share of third-parties in the result of Corporate Express Australia Ltd., a publicly traded company. In 2003, exceptional results of €2 million of income were included relating to the adjustment of catalog income recognition of Office Products Australia to fully comply with Buhrmann accounting policies.

Taxes on result from ordinary operations

        The effective tax rate amounted to negative 9% in 2004 (2003: positive 12%) and is below Buhrmann's weighted average statutory tax rate of 31% (2003: 28%) due to changes in valuation allowances, predominantly related to the valuation of losses carried forward, exempt income,

63

non-deductible expenses and incentives. Tax results in 2004 and 2003 benefited from changes in the composition of the geographic distribution of taxable earnings and finalized tax audits leading to a release of allowances, which were recorded in previous years, and which are no longer deemed necessary. As a result of finalizing tax audits €8 million of tax provisions was released in 2004. Exceptional profit tax in 2004 of €20 million includes an exceptional non-cash benefit of €14 million related to the refinancing and financial results on the pensions of our U.S. forms management business. In addition a tax benefit of €6 million was recorded on the fiscal finalization of the divestment of the Paper Merchanting Division.

        In 2003, exceptional non-cash tax benefits of €76 million were recorded. Following the receipt of the indemnity payment, a tax benefit of €30 million was recognized resulting from the release of a valuation allowance regarding the former ISD (France) investments. The transaction structure for the sale of the Paper Merchanting Division and the subsequent debt reduction resulted in an €8 million tax benefit. The refinancing of Buhrmann led to a further impairment of capitalized financing fees resulting in the recognition of a tax asset of €11 million. Improved outlook on future taxable results triggered the release of a valuation allowance of €15 million. Tax provisions related to the acquisitions of both Corporate Express in 1999 and USOP in 2001 were released to an amount of €10 million.

Net result

	2004			2003
	(in millions)
Operating result	€	161		€	171
Total financial items		(81	)		(303	)
Net result	€	80		€	(132	)

Office Products North America

	2004			2003			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net Sales	€	3,628		€	3,939		(7.9	)%	0.5	%
Added value		961			1,018		(5.6	)%	3.2	%
Operating result	€	138		€	115		19.5	%	30.0	%
Added value as a percentage of net sales		26.5	%		25.9	%
Operating result as a percentage of net sales		3.8	%		2.9	%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Use of Non-GAAP Financial Measures."

Net sales

        Net sales in the Office Products North America Division decreased by 7.9% from €3,939 million to €3,628 million, but increased by 0.5% at constant exchange rates. The office products business strengthened its position in the large account segment benefiting from the single sourcing strategy and product range extensions. As an example, the category of facility products achieved double-digit growth, exceeding expectations. Also, customers' total procurement costs were addressed by our eCommerce tools and OneShopExpress® (one order, one invoice, one payment for multiple product lines) and as a

64

result, new contracts have been won. Mid-market sales did not live up to our expectations, but we continued our investments in marketing, sales and service models for these markets.

        ASAP sales decreased from €788 million in 2003 to €768 million in 2004. At constant exchange rates, however, net sales increased by 5.3%. Reported net sales declined due to the continued shift of invoiced sales to a commission-based system whereby the manufacturer performs the billing and ASAP receives a commission from the manufacturer. In the past, ASAP performed the billing of these sales and ASAP recorded sales and costs of sales rather than only the commission. However, this shift had a minimal effect on the profitability of the business. ASAP continued its successful expansion and opened a new sales office in Canada.

        Sales in the Office Products North America Division increased by 3%, on an organic basis, reflecting the gradually improved economic conditions with growth of white collar employment and stabilized spend on office products per white collar employee. Organic sales growth of office supplies (the office supplies business excludes the Division's speciality business: software, forms and promotional marketing) was level with last year. This includes the impact of the increased share of lower priced products under our own Corporate Express brand name which results in a lower sales value but higher returns. Adjusting for this substitution effect, organic sales growth was 4% for the whole Division.

        The following table presents a calculation, on an organic basis, of net sales for the Office Products North America Division in 2004 as compared to 2003.

	2004		2003			Change in %
	(in millions, except percentages)
Net sales	€	3,628	€	3,939
Effect of currency exchange rate movements		—		(329	)
Net sales at constant exchange rates		3,628		3,610
Variation in the number of working days		—		—
Change to commission-based model at ASAP(1)		243		153
Net sales on an organic basis before effect of sales under Corporate Express brand name(2)		3,871		3,763		3	%
Effect of sales under Corporate Express brand name		35		—
Net sales on an organic basis after effect of sales under Corporate Express brand name	€	3,907	€	3,763		4	%

(1)

Change to commission-based model at ASAP relates to sales of software products by ASAP whereby the manufacturer performs the billing and ASAP receives a commission from the manufacturer which is recorded as sales by ASAP. In the past, ASAP performed the billing of these sales and ASAP recorded sales and cost of sales separately rather than only the commission.

(2)

This includes the impact of the increased share of lower priced products under our own Corporate Express Brand name.

Added value

        Added value of Office Product North America Division decreased by 5.6%, from €1,018 million in 2003 to €961 million in 2004, reflecting the weakening of the U.S. dollar. At constant exchange rates, added value improved by 3.2%.

        In addition to higher sales volumes, costs of goods sold were lower as a result of our successful strategic initiatives to increase the share of our own Corporate Express brand products and to convert customer products to our Preferred Supplier program, which allowed us to benefit from suppliers' allowances and promotional incentives.

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        ASAP delivered an added value of €73 million in 2004 (an increase of 11.2% compared to 2003 and at constant exchange rates an increase of 20.4%).

        As a result of the initiatives, added value as a percentage of net sales of the Office Products North America division increased from 25.9% in 2003 to 26.5% in 2004, despite the negative impact of the higher share of lower margin software sales. ASAP realized an added value as percentage of net sales of 9.5% (8.3% in 2003).

Operating result

        The operating result in Office Products North America Division benefited from the improved added value, maintaining high productivity, following the restructuring effort in previous years, and efficient logistics infrastructure. Operating result increased from €115 million in 2003 to €138 million in 2004 (an increase of 19.5%). At constant exchange rates, operating result increased 30.0%.

        Total operating costs, excluding depreciation of tangible fixed assets and internally used software, as a percentage of net sales were 20.1% in 2004 as compared to 20.4% in 2003. In 2003, this included an exceptional expense of €6 million which was recorded due to a reassessment of lease commitments of vacant properties which were included in the 2002 restructuring program. In 2004, no exceptional operating expenses were recorded.

        Amortization of goodwill decreased to €33 million in 2004 from €37 million in 2003 due to the lower exchange rate of the U.S. dollar.

        Depreciation of tangible fixed assets and internally used software was €60 million in 2004 compared to €63 million in 2003. This is a decrease of 3.4%, however, measured at constant exchange rates, an increase of 5.8%. The depreciation charge of 2004 includes an incidental charge of €2 million for the write-off of software that could not be effectively used.

        As a percentage of net sales, operating result improved, from 2.9% in 2003 to 3.8% in 2004. ASAP achieved an operating result of €31 million (4.0% of net sales). At constant exchange rates, ASAP's operating result improved 32.3% compared to 2003.

Office Products Europe and Australia

	2004			2003			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	1,500		€	1,479		1.4	%	0.1	%
Added value		420			392		7.1	%	5.7	%
Operating result	€	47		€	(23	)
Added value as a percentage of net sales		28.0	%		26.6	%
Operating result as a percentage of net sales		3.1	%		(1.6	)%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

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Net sales

        Net sales in the Office Products Europe and Australia Divisions combined increased by 1.4%, from €1,479 million in 2003 to €1,500 million in 2004. At constant exchange rates net sales were level with last year.

        In Europe, we strengthened our position within the segment of large businesses and institutions, both locally and internationally. Our business in the United Kingdom showed first signals of gaining momentum and had a positive turn in the sales per day trend in the second half of 2004. In Germany, the largest European operating unit, the core office products business outperformed the market, but the copier business suffered from losses and has now been brought under the management of our Dutch business in an attempt to improve its efficiency. In the Netherlands we were impacted by the weak economic climate. In addition, we discontinued the unprofitable portions of our Dutch wholesale business, leading to a reduced sales value. Our operations in France showed particularly good growth rates while our other European operations showed a mixed but generally stable picture.

        In Australia and New Zealand, net sales increased 15.3% in 2004 compared to 2003 measured at constant exchange rates. We maintained our strong performance in these markets as a leading full service distributor, due to our single-source business model, extended market coverage and new product categories. The facility products offer was extended and established in the majority of our locations with designated marketing and sales people. CE Direct (a dedicated sales and marketing team, rolling out a low cost "maximum touch point strategy') was launched for the medium and small business segments in the Sydney market.

        Organically, sales in the Office Products Europe and Australia Divisions combined decreased by 2% in 2004 compared to 2003 due to a 7% organic sales decline in Europe, partly offset by organic growth of 8% in Australia and New Zealand.

        The following tables present a calculation, on an organic basis, of net sales for the Office Products Europe and Australia Divisions, respectively, in 2004 as compared to 2003.

Office Products Europe Division

	2004			2003			Change in %
	(in millions, except percentages)
Net sales	€	911		€	983
Effect of currency exchange rate movements		—			3
Net sales at constant exchange rates		911			986
Acquisitions and divestments		—			(7	)
Variation in the number of working days		(5	)		—
Net sales on an organic basis	€	905		€	978		(7	)%

Office Products Australia Division

	2004			2003		Change in %
	(in millions, except percentages)
Net sales	€	589		€	496
Effect of currency exchange rate movements		—			14
Net sales at constant exchange rates		589			510
Acquisitions and divestments		(14	)		17
Variation in the number of working days		(4	)		—
Net sales on an organic basis	€	571		€	527	8	%

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Added value

        Added value in the Office Products Europe and Australia Divisions combined showed an improvement of 7.1%, from €392 million in 2003 to € 420 million in 2004; at constant exchange rates, the increase was 5.7%. In 2003, this included an exceptional charge for the Australian Division of €5 million to fully comply with Buhrmann's rebate and catalog income recognition policies. As a percentage of net sales, added value improved significantly to 28.0%, supported by our strategic initiatives. Both Divisions increased their share of private brand sales; the Australian Division extended the program to most of its specialty businesses (facilities, catering, promotional marketing, furniture). The European Division continued its product harmonization and rationalization initiative.

Operating result

        The operating result for the combined Office Products Europe and Australia Divisions, increased from a loss of €23 million in 2003 to a profit of €47 million in 2004. Operating result as a percentage of net sales improved from negative 1.6% in 2003 to positive 3.1% in 2004 as a result of increased added value due to improved sourcing, private brand progress and margin management initiatives particularly in Germany. In Europe, operating costs were lowered in 2004 compared to 2003 due to reduction in staff levels, while in Australia headcount and costs increased.

        Amortization of goodwill decreased to €6 million in 2004 from €8 million in 2003 due to a lower amount of goodwill after the impairment recorded in 2003. Following the outcome of the annual goodwill impairment test, an impairment of €53 million was recorded in 2003 as the calculated fair value of the European Office Products businesses combined was lower than the book value. No impairment charge was recorded in 2004.

        Depreciation of tangible fixed assets and internally used software was stable at €20 million in both 2004 and 2003.

        In 2004 and 2003, exceptional operating costs of €5 and €3 million, respectively, for additional restructuring charges in Europe were recorded.

Graphic Systems

	2004			2003			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	411		€	369		11.6	%	11.6	%
Added value		95			85		11.9	%	11.9	%
Operating result	€	0		€	(13	)
Added value as a percentage of net sales		23.2	%		23.1	%
Operating result as a percentage of net sales		0.0	%		(3.6	)%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Use of Non-GAAP Financial Measures."

Net sales

        Net sales in the Graphic Systems Division increased by 11.6%, from € 369 million in 2003 to €411 million in 2004. While macro-economic conditions are still delaying a recovery, the lowest point of the investment cycle seems to have passed. Traditionally, sales of equipment of the Division correlate

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with the long-term investment cycle and therefore experience a level of cyclicality. The increase in orders for printing equipment in 2004 was in part a direct result of the successful presentation of productivity improvement for equipment shown at the DRUPA exhibition. The Division continued its strategy to make sales less dependent on the investment cycle by increasing the sales of Triple S in the Division's total sales. The Division also sold its digital printing activities to NexPress in the fourth quarter of 2004.

Added value

        The added value of the Graphic Systems Division was €95 million in 2004 compared with €85 million in 2003, an increase of 11.9%. Graphic Systems Division continued its strategy to make sales less dependent on the economic cycle by increasing Triple S sales which produce higher margins. Added value as a percentage of net sales increased slightly to 23.2% in 2004.

Operating result

        Operating result in the Graphic Systems Division improved from a loss of €13 million in 2003 to break even in 2004. This was the result of higher sales volumes and slightly better added value margins. Also, the Division further reduced its cost base due to the divestment of its digital print and reduced staffing levels. Operating results improved from negative 3.6% in 2003 to break even in 2004.

        The Division did not incur amortization or impairment cost of goodwill in 2004 or 2003.

        Depreciation costs were stable at €4 million in 2004.

        In 2003, exceptional operating costs of €1 million were recorded as additional restructuring charges. In 2004, no exceptional operating costs were recorded.

Corporate

        Net corporate operating costs not allocated to the Divisions, were € 18 million in 2004, an increase of €2 million compared to 2003 mainly because, in 2003, we benefited from some non-recurring benefits in operating costs.

        In 2003, an exceptional operating income, not allocated to the Divisions, of €58 million was recorded which is the result of an indemnity payment (net of costs) awarded to Buhrmann as the outcome of arbitration proceedings against the French company Ipfo Bail S.A. In 2004, no exceptional operating income or costs were recorded.

        Amortization cost of goodwill not allocated to the Divisions was € 6 million in 2004 and €5 million in 2003.

Results of operations-year ended December 31, 2003 compared to year ended December 31, 2002

        The majority of Buhrmann's business activities are conducted in U.S. dollars. Buhrmann's financial position, results of operations and cash flows reported in euro were significantly affected by the weakening of the exchange rate of the U.S. dollar to the euro in 2003. Changes at constant exchange rates in the tables below exclude the effect of currency exchange rate movements on reported numbers in euro.

        In general, our business was affected by continuing difficult economic conditions in our major markets. Personnel reductions and lower spend per white collar employee resulted in lower demand from our existing office products customers. We partially compensated for this reduction in demand through product range extensions and the addition of new customers. In addition, customers of our graphic equipment were postponing their investments, leading to reduced sales levels in our Graphic Systems Division.

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        As these difficult economic conditions restricted the growth of our business, we focused on restructuring our office products operations, strengthening our management teams, modifying our sales and marketing strategies, integrating companies acquired over the past years, reducing costs, managing working capital and realizing a satisfactory cash flow. Ongoing investments were made in technology and the launch of our global sourcing and private label initiatives. We achieved significant debt reduction in 2003 due to strong cash flow generation from operating activities and the sale of the Paper Merchanting Division.

        Our global office products business, mainly operating under the name of Corporate Express, made significant progress in optimizing operations. Our North American office supplies business completed streamlining its operations and centralizing back-office functions improving labor productivity by more than 10% in 2003. Our European office products operations were strengthened by the appointment of several new national management teams, reduced personnel numbers and further aligned their infrastructure. Our operations in Australia and New Zealand continued to expand geographic coverage and multiple lines of business through selective acquisitions. We continued to invest in these operations to strengthen our sales and marketing approach and enhance customer experience while helping them take cost out of their procurement process, thus maintaining our competitive advantage. In addition, information technology investments continued to drive operational efficiencies, fostering a more efficient internal administrative and operational service.

        The sale of the Paper Merchanting Division in 2003 facilitated a substantial reduction in our net debt. The net consideration for the sale amounted to €637 million. The sale of the Paper Merchanting Division also enabled us to focus more of our attention and efforts on the office products business. We believe that the office products market offers attractive growth opportunities, a high profit margin, and a good return on capital employed.

        During 2003 we reduced our total interest bearing debt by €899 million. At the end of 2003, Buhrmann's total interest bearing debt amounted to €836 million compared to €1,735 million at the end of the previous year. In view of the relatively high financing costs in relation to the Company's earnings performance, debt reduction was given the highest priority, while available cash flow was maximized through further stringent working capital management. The changed composition of the Group, the composition of our debt portfolio and the favorable capital market environment gave rise to an in-depth and favorable revision of Buhrmann's financing structure with the refinancing of our senior credit facility with the Senior Credit Facility and the issue of the Subordinated Convertible Bonds, see "Description of Certain Indebtedness." Particular attention was given to optimizing the duration and the composition of the debt portfolio to match the requirements of the Group going forward. In addition, the Senior Credit Facility enhances the flexibility in our operational and financial activities.

Consolidated results

Net sales; Added value; Operating result

        The following table shows net sales, added value and operating result of the Buhrmann Group, including the Paper Merchanting Division which was sold with effect from October 31, 2003.

	2003			2002			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	8,053		€	9,948		(19.0	)%	(10.8	)%
Added value		1,854			2,253		(17.7	)%	(8.6	)%
Operating result	€	171		€	(301	)
Added value as a percentage of net sales		23.0	%		22.6	%
Operating result as a percentage of net sales		2.1	%		(3.0	)%

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        The following table shows net sales, added value and operating result excluding the Paper Merchanting Division and related Corporate holding companies.

	2003			2002			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	5,787		€	6,960		(16.9	)%	(6.4	)%
Added value		1,495			1,792		(16.5	)%	(5.7	)%
Operating result	€	116		€	(348	)	—		—
Added value as a percentage of net sales		25.9	%		25.7	%
Operating result as a percentage of net sales		2.0	%		(5.0	)%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

Net sales

        Net sales of the Group in 2003 were €8,053 million compared with €9,948 million in 2002, a decrease of 19.0%. Excluding the Paper Merchanting Division, net sales in 2003 were €5,787 million compared with €6,960 million in 2002, a decrease of 16.9%. This decrease is to a large extent attributable to the weakening of the U.S. dollar, which adversely affected net sales in the Office Products North America Division. At constant exchange rates, the decrease in net sales was 10.8% for the total Group and a decrease of 6.4% excluding the Paper Merchanting Division.

        Personnel reductions and lower spend on office products per employee continued across our customer base in 2003. Especially with respect to our large-account customers, which we serve primarily in our key markets, such as the United States, Germany, and the Netherlands, we experienced reduced demand for office products. Our business in the United Kingdom was negatively impacted by internal restructuring, leading to a decline in sales. In Australia, New Zealand, Canada and in most other European countries we continued to grow. This is primarily attributable to increased sales to small- and medium-sized businesses. Even in the face of difficult market conditions in our major markets, most Buhrmann businesses increased market share within our core customer segment, the large and strategic accounts.

        The organic sales growth for Buhrmann as a whole, excluding the Paper Merchanting Division, was negative 4.0% in 2003 as compared to 2002.

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        The following table presents a calculation, on an organic basis, of net sales for the Group in 2003 as compared to 2002.

	2003			2002			Change in %
	(in millions, except percentages)
Net sales	€	8,053		€	9,948
Divestment of the Paper Merchanting Division		(2,266	)		(2,988	)
Net sales excluding the Paper Merchanting Division		5,787			6,960
Effect of currency exchange rate movements		—			(780	)
Net sales at constant exchange rates excluding the Paper Merchanting Division		5,787			6,180
Acquisitions		(26	)		17
Divestments (excluding the Paper Merchanting Division)		(7	)		(28	)
Variation in the number of working days		41			—
Change to commission-based model at ASAP(1)		168			87
Change in sales recognition in the Graphic Systems Division(2)		16			—
Net sales on an organic basis	€	5,979		€	6,256		(4	)%

(1)

Change to commission-based model at ASAP relates to sales of software products by ASAP whereby the manufacturer performs the billing and ASAP receives a commission from the manufacturer which is recorded as sales by ASAP. In the past, ASAP performed the billing of these sales and ASAP recorded sales and cost of sales separately, rather than only the commission.

(2)

Change in sales recognition in the Graphic Systems Division relates to graphic machines of which the sale, as of January 1, 2003, is recognized at installation, whereas prior to January 1, 2003 the sale was recognized at delivery of the machines.

Added value

        Total added value of the Group was €1,854 million in 2003 compared to €2,253 million in 2002. This represented a decrease of 17.7%, or 8.6% at constant exchange rates. Total added value excluding the Paper Merchanting Division was €1,495 million in 2003 compared to €1,792 million in 2002, a decrease of 16.5%, or 5.7% at constant exchange rates. This decrease was predominantly a result of lower sales volumes. Added value as a percentage of net sales before exceptional results, excluding the Paper Merchanting Division, was 25.9% in 2003 compared to 25.7% in 2002.

        In 2003, an exceptional charge of €5 million was recorded in added value in the Australian Division to fully comply with Buhrmann's rebate and catalog income recognition policies.

Operating result

        The operating result of the Buhrmann Group was an income of €171 million in 2003, compared to a loss of €301 million in 2002.

        In 2003, a goodwill impairment charge of €53 million was recorded following the annual goodwill impairment test, as the calculated fair value of the European Office Products Division was lower than the book value. This reflects primarily the Division's business performance, which was lower than expected when 2002's impairment test was made. Following the annual goodwill impairment test in 2002, a goodwill impairment charge of €573 million was recorded which includes the Office Products North America Division (€ 423 million), the Office Products Europe Division (€124 million) and the Paper Merchanting Division (€26 million).

72

        The amortization of goodwill was €52 million in 2003 compared to €70 million in 2002, a reduction of 25.7% or 15.2% measured at constant exchange rates which is due to a lower amount of goodwill as a result of an impairment charge in 2002.

        As from the financial year 2003, Buhrmann's operating result includes a number of "exceptional" results that are disclosed separately in order to increase comparability of results from normal operations (following new Guidelines for Annual Reporting in the Netherlands). In 2002, most of these exceptional results were excluded from operating result and classified as extraordinary result.

        Total exceptional results in 2003 as part of operating result amounted to €51 million and consisted of the following:

•

Office Products North America: a reassessment of lease commitments of vacant properties which were included in the 2002 restructuring charge (€ 6 million negative).



•

Office Products Europe and Australia: an adjustment of catalog income recognition of Office Products Australia to fully comply with Buhrmann accounting policies (€5 million negative); and additional restructuring charges in Office Products Europe (€3 million negative).



•

Graphic Systems: a restructuring charge (€1 million negative).



•

Corporate: primarily the result of an indemnity payment (€58 million positive net of costs) awarded to Buhrmann as the outcome of arbitration proceedings against the French company Ipfo Bail S.A.



•

Paper Merchanting Division: a reassessment of restructuring commitments related to revised numbers of redundancies and a continuation of property usage (€8 million positive).

        Depreciation costs of tangible fixed assets and internally used software was €104 million in 2003 compared to €114 million in 2002. This is a decrease of 8.5%, however, measured at constant exchange rates it was an increase of 2.5%. The increase is a result of large investments in information technology systems, internally used software and distribution facilities in the past years.

        Operating result was negatively affected by lower sales volumes which were partially offset by lower labor and other operating costs, mainly as a result of our restructuring and integration efforts.

        Excluding the Paper Merchanting Division and related corporate holding companies, the operating result was an income of €116 million in 2003 compared to a loss of €348 million in 2002.

Financial income and expense; Minority interests; Taxation

	2003			2002
	(in millions)
Total financing costs	€	(257	)	€	(199	)
Results from participations and other financial results		(102	)		16
Total minority interests		(12	)		(12	)
Total taxes		68			(18	)
Total financial items	€	(303	)	€	(213	)

Total financing costs

        Interest costs were substantially reduced in 2003 to €144 million from €182 million in 2002, a reduction of 20.9%. This is predominantly a result of lower average interest-bearing debt due to early repayments, especially from the proceeds of the sale of the Paper Merchanting Division, as well as from the positive cash flow from operations. Interest costs were also reduced in the course of 2003 as a number of interest rate swaps with relatively high fixed rates either matured or were cancelled. Interest

73

rate margins in 2003, however, were slightly higher than in 2002 due to the application of the pricing structure of the Senior Credit Facility.

        Amortization of capitalized financing fees was €14 million in 2003 and €22 million in 2002. In 2003, an exceptional impairment of capitalized financing fees of €53 million was recorded as a result of repayments of debt following the proceeds from the sale of the Paper Merchanting Division, the replacement of the Senior Credit Facility and the issue of the Subordinated Convertible Bonds.

        As a consequence of the debt reduction, interest rate swaps were settled in order to achieve a fixed to variable rate profile in line with our policy for hedging interest rate risks. This resulted in an exceptional charge of €40 million.

        In addition, in connection with the refinancing of our senior credit facility with the Senior Credit Facility and the issue of the Subordinated Convertible Bonds, exceptional advisory costs of €5 million were recorded.

        Total financing costs also includes the resulting currency translation differences on accounts receivable, cash and liabilities after application of currency forward contracts and certain currency translation differences on intercompany loans.

Results from participations and other financial results

        The sale of the Paper Merchanting Division resulted in a loss of €112 million in 2003, consisting of a book loss of €79 million, related transaction costs of €15 million and provisions for indemnities and warranties of €18 million. The profit from the sale of the assets of DocVision of €7 million was also included in the 2003 results. In 2002, an income of €13 million was recorded as a result of the release of a provision related to uncollectability of loan notes which were received with the sale of the Information Systems Division in 2000. These loan notes were redeemed in 2002 prior to their stated maturity.

Minority interests

        Minority interests mainly represent the 48% share of third parties in the result of Corporate Express Australia Ltd, a publicly traded company. This includes an exceptional income of €2 million in connection with the adjustment of the recognition of catalog contributions in the Office Products Australia Division to fully comply with Buhrmann accounting policies.

Taxes on result from ordinary operations

        In 2003, exceptional non-cash tax benefits of €76 million were recorded which include a tax gain of €30 million as a result of the receipt of the indemnity payment awarded to Buhrmann as the outcome of arbitration proceedings against the French company Ipfo Bail S.A. The transaction structure for the sale of the Paper Merchanting Division and the subsequent debt reduction resulted in an €8 million tax benefit. The refinancing of Buhrmann led to a further impairment of capitalized financing fees resulting in the recognition of a tax asset of €11 million. Improved outlook on future taxable results triggered the release of a valuation allowance of €15 million. Tax provisions related to the acquisitions of both Corporate Express in 1999 and USOP in 2001 were released to an amount of €10 million.

        Tax expense on result from operations before exceptional tax results was €8 million in 2003 compared to €18 million in 2002. The decrease in tax expense is mainly due to lower taxable income in 2003 due to lower operating result before amortization and impairment of goodwill which are predominantly non-deductible. In addition, taxes on result from operations in 2003 and 2002 benefited from changes in the composition of the geographic distribution of taxable income and finalized tax audits which led to a release of allowances on deferred tax assets which were recorded in previous years and which are no longer deemed necessary.

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        Buhrmann's effective tax rate was 12.5% in 2003 and 12.2% in 2002. The effective tax rate is determined based on the ratio of taxes on result from operations to the amount of result from operations before taxes and exceptional and extraordinary results and before, as these items are predominantly exempted from taxes, amortization and impairment of goodwill. Buhrmann's effective tax rate is below Buhrmann's weighted average statutory tax rate of 28% in 2003 (2002: 26%) due to changes in valuation allowances, predominantly related to the valuation of losses carried forward, exempt income, non-deductible expenses and incentives.

Result from operations; Extraordinary result; Net result

	2003			2002
	(in millions)
Operating result	€	171		€	(301	)
Total financial items		(303	)		(213	)
Result from operations before extraordinary result		(132	)		(514	)
Extraordinary result		—			(74	)
Net result	€	(132	)	€	(588	)

Extraordinary result

        Extraordinary result in 2002 consisted of extraordinary income of €10 million and extraordinary losses of €113 million and a related tax gain of €29 million. Extraordinary income relates to a release of €10 million of a provision for warranties relating to divested companies in previous years which were settled in 2002. Extraordinary losses in 2002 includes a charge of €111 million relating to both restructuring measures and write-offs on information technology and distribution infrastructure. As of January 1, 2003, these items are no longer presented as extraordinary results.

Office Products North America Division

	2003			2002			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	3,939		€	4,931		(20.1	)%	(5.6	)%
Added value		1,018			1,261		(19.2	)%	(4.0	)%
Operating result	€	115		€	(273	)	—		—
Added value as a percentage of net sales		25.9	%		25.6	%
Operating result as a percentage of net sales		2.9	%		(5.5	)%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

Net sales

        Net sales in the Office Products North America Division decreased by 20.1% to €3,939 million in 2003, compared to €4,931 million in 2002. At constant exchange rates, sales were 5.6% lower than in 2002. The perceived recovery of the economic growth in the United States did not result in 2003 in an increase in employment rates, and therefore did not result in increased sales in the Office Products North America Division, as the demand for office products relates primarily to the number of office

75

workers employed by our customers and their spending per office worker. Sales of office supplies on an organic basis were almost level with 2002. The office supplies business excludes the Division's specialty businesses ASAP, forms and promotional marketing. The Division's software sales also declined due to a continuing shift from invoiced sales to a commission-based system. Also in 2002, software sales benefited strongly from promotional activities of a major supplier, which were not repeated to the same extent in 2003.

        Organically, sales were 3% lower in 2003 compared to 2002.

        The following table presents a calculation, on an organic basis, of net sales for the Office Products North America Division in 2003 as compared to 2002.

	2003			2002			Change in %
	(in millions, except percentages)
Net sales	€	3,939		€	4,931
Effect of currency exchange rate movements		—			(760	)
Net sales at constant exchange rates		3,939			4,171
Acquisitions		(14	)		—
Variation in the number of working days		33			—
Change to commission-based model at ASAP(1)		168			87
Net sales on an organic basis	€	4,126		€	4,258		(3	)%

(1)

Change to commission-based model at ASAP relates to sales of software products by ASAP whereby the manufacturer performs the billing and ASAP receives a commission from the manufacturer which is recorded as sales by ASAP. In the past ASAP performed the billing of these sales and ASAP recorded sales and cost of sales separately, rather than only the commission.

Added value

        In our Office Products North America Division, added value decreased by 19.2% to €1,018 million in 2003 from €1,261 million in 2002. Measured at constant exchange rates, the decrease was 4.0%. Added value as a percentage of net sales increased slightly to 25.9% in 2003 from 25.6% in 2002, reflecting the change in the product mix with a lower share of software sales. Within the office supplies business, the share of the strategic and large-account customers remained high and the proportion of competitively priced "contract" sales increased further. Margin levels per product group were relatively stable, however margins in the mid- and small-market segment increased. Margin improvements were achieved through global sourcing initiatives and the expansion of the Division's private brand program. Rebates from suppliers increased and allowances paid to customers increased, both in comparison with sales levels. In 2003, software sales contributed €66 million to the Division's added value or 8.3%, of software sales, which is at the same level as in 2002.

Operating result

        Amortization of goodwill decreased to €37 million in 2003 from € 48 million in 2002 due to the lower exchange rate of the U.S. dollar and a lower amount of goodwill after the impairment recorded in 2002. Following the outcome of the annual goodwill impairment test, an impairment of €423 million on the remaining goodwill was recorded in 2002 as the business performance was lower than expected when the relevant acquisitions were made. In 2003, the annual impairment test did not result in a goodwill impairment for Office Products North America.

        Depreciation of tangible fixed assets and internally used software was €63 million in 2003 compared to €69 million in 2002. This is a decrease of 8.7%, however, measured at constant exchange

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rates, this is an increase of 8.7%. This increase is due to the large investments in information technology systems, internally used software and distribution facilities made in the past years.

        Operating result was negatively affected by lower added value which was partially compensated by lower labor and other operating costs, largely due to restructuring measures implemented in the course of 2003. The restructuring entailed among other things a significant reduction in the number of employees, the closure of several facilities and the expansion of the Division's shared service facility. Total operating costs, excluding depreciation of tangible fixed assets and internally used software, as a percentage of net sales were 20.4% in 2003 as compared to 20.2% in 2002, despite the decline in sales and an exceptional expense of €6 million in 2003 due to a reassessment of lease commitments of vacant properties which were included in the 2002 restructuring program. The charge for the restructuring program in 2002 was recorded as an extraordinary expense.

Office Products Europe and Australia Division

	2003			2002			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	1,479		€	1,540		(4.0	)%	(3.0	)%
Added value		392			413		(5.1	)%	(3.6	)%
Operating result	€	(23	)	€	(75	)	(68.8	)%	(69.3	)%
Added value as a percentage of net sales		26.6	%		26.8	%
Operating result as a percentage of net sales		(1.6	)%		(4.9	)%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

Net sales

        Net sales in the Office Products Europe and Australia Divisions combined, decreased by 4.0% to €1,479 million in 2003 from €1,540 million in 2002. Measured at constant exchange rates, the decrease amounted to 3.0%. Sales in particular declined in Germany and the Benelux. In these markets our strategic and large-account customers implemented personnel rationalization and cost-reduction initiatives. In addition, our business in the United Kingdom lost sales due to internal restructuring, which was resolved in the second half of 2003. In those European countries where the customers are predominantly small- and medium-sized, sales continued to grow. The Office Products Europe Division made progress in harmonizing its local European businesses. In each of the Division's local businesses, dedicated sales teams were established for both the strategic and large account and the mid-market account segment.

        Our Australia and New Zealand-based office products business continued to perform strongly in 2003 with an increase in net sales of 18.4% to € 496 million in 2003 from €419 million in 2002. The increase at constant exchange rates was practically the same at 18.5%. Large customers decreased their office products spending but this was more than offset by growth and increased penetration in the mid- and small-markets, using dedicated sales teams. The expansion of specialty product categories (such as facility, break room and safety supplies) reflected the successful development of the single-source business model.

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        On an organic basis, sales in the Office Products Europe Division were 9% lower than in 2002 whereas sales in the Office Products Australia Division were 11% higher than in 2002 on an organic basis.

        The following tables present a calculation, on an organic basis, of net sales for the Office Products Europe and Australia Divisions, respectively, in 2003 as compared to 2002.

Office Products Europe Division

	2003			2002			Change in %
	(in millions, except percentages)
Net sales	€	983		€	1,121
Effect of currency exchange rate movements		—			(20	)
Net sales at constant exchange rates		983			1,101
Divestments		(7	)		(28	)
Variation in the number of working days		(4	)		—
Net sales on an organic basis	€	972		€	1,072		(9	)%

Office Products Australia Division

	2003			2002			Change in %
	(in millions, except percentages)
Net sales	€	496		€	419
Effect of currency exchange rate movements		—			(1	)
Net sales at constant exchange rates		496			418
Acquisitions		(12	)		17
Net sales on an organic basis	€	484		€	435		11	%

Added value

        Added value in the Office Products Europe and Australia Divisions combined, decreased by 5.1% to €392 million in 2003 from €413 million in 2002 or 3.6% measured at constant exchange rates. Added value as a percentage of net sales was 26.6% in 2003, the same level as in 2002. In 2003, an exceptional charge of €5 million was recorded in the Australian Division to fully comply with Buhrmann's rebate and catalog income recognition policies. In Europe, sales of stationery supplies showed a decline whereas sales of computer supplies remained stable. As a result of the continuing weak economic climate and competitive pressure, price and margin pressure remained present in 2003. The European business launched a new private brand offering in 2003 and the Australian business increased the share of sales under its own brand which helped to maintain margins and offers our customers an attractive alternative to manufacturers' brands.

Operating result

        Amortization of goodwill decreased to €8 million in 2003 from € 15 million in 2002 due to a lower amount of goodwill after the impairment recorded in 2002. Following the outcome of the annual goodwill impairment test, an impairment of €53 million was recorded in 2003 as the calculated fair value of the European Office Products businesses combined was lower than the book value. This reflects primarily the recent performance of the European Office Products Division, which is lower than we expected when the 2002 impairment test was made which resulted in an impairment of goodwill of €124 million.

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        Depreciation of tangible fixed assets and internally used software was stable at €20 million in both 2003 and 2002.

        Operating result in the Office Products Europe and Australia Divisions combined, was negatively affected by the decline in added value in Europe due to lower sales levels, which was only partly offset by the increase in added value in Australia.

        In Europe, labor and other operating costs were 4.3% lower, which was the result of further integration and streamlining of the operations. In the Netherlands, a new distribution center was brought into use while in other countries, such as Italy, facilities were modernized. The implementation of a new warehouse system in Australia had a temporary negative impact on labor and operating costs.

        In 2003, exceptional operating costs of €3 million for additional restructuring charges in Europe were recorded. In 2002, the charge for restructuring was recorded as an extraordinary expense.

Graphic Systems Division

	2003			2002			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	369		€	489		(24.5	)%	(24.5	)%
Added value		85			118		(28.0	)%	(28.0	)%
Operating result	€	(13	)	€	23		—		—
Added value as a percentage of net sales		23.1	%		24.1	%
Operating result as a percentage of net sales		(3.6	)%		4.7	%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

Net sales

        Net sales in the Graphic Systems Division decreased by 24.5% to €369 million in 2003 from €489 million in 2002, and organically by 21%. Sales of machinery were sharply down from 2002 as the European graphic industry continued to postpone capital investments in the wake of low business volumes in the market for print publications. Traditionally, sales of machinery in our Graphic Systems Division correlate with the investment cycle, and therefore experiences more cyclicality than Buhrmann's other divisions. Additionally, the tight lending climate in 2003 made it difficult for printers to buy new equipment. Overall however, the Division made good progress in its strategy to make its sales less dependent on the economic cycle. Sales of services (such as configuration and repairs), supplies and spare parts continued to grow to approximately 40% of the Division's total sales in 2003.

Added value

        Added value in the Graphic Systems Division decreased by 28.0% to €85 million in 2003 from €118 million in 2002. The added value as a percentage of net sales decreased to 23.1% in 2003 from 24.1% in 2002. Margins on machinery declined in 2003 due to severe competition as commercial printers continued to face a low capacity utilization and manufacturers have overcapacity. Higher inventory and receivables provisions also had a negative impact on added value. Conversely, the increase in sales of services, supplies and spare parts, which have higher margins, had a positive effect on added value.

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Operating result

        The decrease in operating result was due to a decline in added value as a result of lower sales while employee levels were reduced and cost levels, including depreciation, remained stable.

        The Division did not incur amortization or impairment cost of goodwill in 2003 or 2002.

        Exceptional costs of €1 million in 2003 were recorded as additional restructuring charges. In 2002, the charge for restructuring was recorded as an extraordinary expense.

Paper Merchanting Division

	2003			2002			Change in €		Change at constant rates(1)
	(in millions, except percentages)
Net sales	€	2,266		€	2,988		(24.2	)%	(21.0	)%
Added value		359			461		(22.1	)%	(18.7	)%
Operating result	€	55		€	44		25.0	%	32.8	%
Added value as a percentage of net sales		15.8	%		15.4	%
Operating result as a percentage of net sales		2.4	%		1.5	%

(1)

We present our results on a constant currency basis by converting our prior year results into euro at the current year average exchange rate. We explain why we believe the presentation of this non-GAAP financial measure provides useful information regarding our financial performance in "Non-GAAP Financial Measures" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures."

Net sales

        Net sales in the Paper Merchanting Division from January 1 to October 31, 2003 (Buhrmann divested its Paper Merchanting Division with effect from October 31, 2003) were 10.3% lower compared to the same period in 2002. Sales measured in euro were negatively impacted by a weaker exchange rate of the British pound sterling. Measured at constant exchange rates, the decrease in sales amounted to 6.5%. The sales mix between stock and lower priced indent (paper ordered through merchants but delivered directly from the mills) was stable in 2003.

Added value

        Added value in the Paper Merchanting Division decreased by 8.2% in the period January 1 to October 31, 2003 compared to the same period in 2002. Measured at constant exchange rates, the decline was 3.7%. This decrease was due to lower average paper prices while gross margins were stable in 2003 compared to 2002. Added value as a percentage of net sales in the Paper Merchanting Division was slightly higher at 15.8% in 2003 compared to 15.4% in 2002.

Operating result

        Operating result in the Paper Merchanting Division increased to €55 million in 2003 from €44 million in 2002. This is predominantly due to the impairment charge of goodwill of €26 million in 2002 resulting from the annual goodwill impairment test. In 2003, no goodwill impairment was recorded.

        There was no major change in depreciation of tangible fixed assets and internally used software in the period January 1 to October 31, 2003 compared to the same period in 2002.

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        Operating result was negatively affected by the decrease in added value while labor and other operating costs were 5.3% lower than in the same period in 2002, or 1.0% at constant exchange rates. This was compensated for by an exceptional operating income of €8 million in 2003 due to a reassessment of restructuring commitments resulting from the 2002 restructuring program. In 2002, the charge for these restructuring commitments was recorded as an extraordinary expense.

Corporate

        Corporate net operating costs not allocated to the Divisions were €16 million in 2003 and in 2002. In 2003, higher labor costs could be compensated by lower other operating costs (such as insurance and consultancy costs).

        Furthermore, there was an exceptional income, not allocated to the Divisions, in 2003 of €58 million which was the result of an indemnity payment (net of costs) awarded to Buhrmann as the outcome of arbitration proceedings against the French company Ipfo Bail S.A.

        Amortization cost of goodwill not allocated to the Divisions was € 5 million in 2003 and €4 million in 2002.

Liquidity and Capital Resources

Liquidity

        Buhrmann's liquidity requirements arise primarily from the need to fund the expansion of its business, working capital requirements, capital expenditure and restructuring. Our primary source of liquidity is cash generated from operations. The following table sets forth cash flow movements for the periods indicated (includes the Paper Merchanting Division until October 31, 2003):

	Twelve Months ended December 31,
	2004			2003			2002
	(in millions)
Net cash provided by operating activities	€	223		€	272		€	258
Net cash provided by (used in) investing activities		(82	)		544			(138	)
Available cash flow		141			816			120
Net cash (used in) financing activities		(127	)		(681	)		(208	)
Net cash flow	€	14		€	135		€	(88	)

Net cash provided by operating activities

        Net cash provided by operating activities was €223 million in 2004, compared with €272 million in 2003 (including the Paper Merchanting Division).

        An €83 million lower operating result in 2004 compared 2003 adjusted for non-cash items (depreciation of tangible fixed assets and internally used software, amortization and impairment of goodwill, additions to/releases from provisions) was more then compensated by lower spending related to cost saving restructuring activities of €25 million and lower interest payments of €72 million. Operating result in 2003 includes the Paper Merchanting Division until October 31.

        Working capital was further reduced by €36 million in 2004 and €81 million in 2003. Average working capital as a percentage of net sales decreased from 12.3% in 2003 to 9.5% in 2004.

        Interest payments decreased as a result of the lower average interest-bearing debt at lower average interest rates following the optimization of our debt portfolio in fourth quarter of 2003 and the third quarter of 2004.

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        Profit tax payments were stable at €22 million.

        Cash flow from operating activities in 2003 includes a receipt of € 79 million of indemnities resulting from the arbitration proceedings against the French company Ipfo Bail.

Net cash provided by (used in) investing activities

        Net cash used in investing activities was €82 million in 2004 compared to €544 million provided in 2003.

        Capital expenditure amounted to €59 million in 2004 compared to €79 million in 2003. A significant portion of our capital expenditure represents the development of information technology, eCommerce and logistics systems.

        Cash used for acquisitions predominantly relates to the Office Products Australia Division and amounted to €6 million in 2004, compared with €10 million in 2003.

        In 2004, €10 million was paid for transaction fees related to divested companies.

        Divestment proceeds in 2003 were €641 million, which include the proceeds from the sale of the Paper Merchanting Division (€637 million) and the sale of the assets of DocVision (€8 million), reduced by related payments.

        The resulting available cash flow from operations after giving effect to investment activities was €141 million in 2004 compared to € 816 million in 2003.

Net cash (used in) financing activities

        Net cash used in financing activities was €127 million in 2004 compared to €681 million in 2003.

        In 2004, Buhrmann successfully tendered for the $350 million 2009 Notes. The tender, including a premium of $27 million paid to holders who tendered their 2009 Notes, and the remaining 2009 Notes which were not tendered were funded by an issue of $150 million of new 2014 Notes, an increase of $125 million of Term Loans and cash on hand of $118 million. In 2004, the financing fees, related advisory costs, tender premium for the tender, the issue of new 2014 Notes and the increase of Term Loans amounted to €35 million. Also, in 2004, fees of €4 million were paid related to the refinancing of 2003.

        In 2003, early repayments of long-term debt were mostly funded out of the proceeds of the sale of the Paper Merchanting Division supplemented by cash flows from operations. In December 2003, Buhrmann placed its €115 million of Subordinated Convertible Bonds and entered into the Senior Credit Facility.

        The financing fees and related advisory costs paid for the issue of the Subordinated Convertible Bonds and the entering into the new Senior Credit Facility in December 2003 amounted to €25 million. As a result of the repayment of long-term debt, some interest rate swaps were settled, in accordance with Buhrmann's policy on hedging for interest rate risks, which resulted in a cash outflow of €40 million in 2003.

        In 2004, Buhrmann paid cash dividends on its Preference Shares A of € 11 million. The dividend on Preference Shares C for 2003, paid in 2004, was paid entirely in additional Preference Shares C. The dividend on Ordinary Shares for 2003, which was €0.07 per share, was paid out in additional Ordinary Shares.

        Payments to minority shareholders amounted to €8 million in 2004 compared to €7 million in 2003.

        The resulting net cash flow was positive €14 million in 2004 compared to positive €135 million in 2003 which was reflected in the movements in net liquid funds.

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Capital Resources

        Buhrmann's cash requirements for needs in excess of cash generated by operations are largely funded by borrowings under arrangements with commercial banks and debt raised in the capital markets.

        Buhrmann incurred substantial indebtedness in connection with the acquisition of Corporate Express in October 1999 which was partly funded through a senior credit facility and the issuance of $350 million 2009 Notes. After the sale of the Paper Merchanting Division, the original senior credit facility was replaced with the Senior Credit Facility in December 2003. In addition to the new Senior Credit Facility, Buhrmann issued its €115 million Subordinated Convertible Bonds in December 2003 which are listed on the Amsterdam Stock Exchange.

        In July 2004, Buhrmann successfully tendered for the $350 million 2009 Notes. The tender was funded by an issue of 2014 Notes, an increase of Term Loans under the Senior Credit Facility and cash on-hand.

        Buhrmann also has an accounts receivable securitization program under which funds are raised by pledging accounts receivable from subsidiaries in the Netherlands and the United States as security for short-term and medium-term borrowings. For a detailed description of our significant financing arrangements, see the section entitled "Description of Certain Indebtedness."

Total scheduled debt payments, interest rate and currency hedges

        As at December 31, 2004, after giving effect to the issuance of the Notes, Buhrmann is required to make the following scheduled debt payments:

	2005		2006		2007		2008		2009		>2009		Total
	(in millions)
Term Loan A	€	16	€	16	€	26	€	26	€	27	€	0	€	112
Term Loans C		4		4		4		4		4		396		417
Old Notes												110		110
2014 Notes												110		110
Subordinated Convertible Bonds												115		115
Account receivables securitization						74								74
Overdrafts & Others		19		12						2				33
Total debt	€	39	€	32	€	104	€	31	€	34	€	731	€	971

        Buhrmann has entered into a series of interest rate hedging agreements, the purpose of which is to limit Buhrmann's interest cost with respect to its long-term debt, of which 72% was issued at variable interest rates and 28% at fixed interest rates at December 31, 2004. The principal hedging agreements are a series of interest rate swaps (in euro and U.S. dollars) with a total principal of €294 million at December 31, 2004 for appropriate maturities. These swaps adjusted the interest rate profile of the long-term debt at December 31, 2004 to 63% fixed and 37% variable. For more information about our hedging policies and interest rate swaps, see "—Quantitative and Qualitative Disclosures about Market Risk."

        Buhrmann also purchases various financial instruments and enters into certain agreements in the ordinary course of business in order to hedge price and foreign currency risks arising from the purchase of raw materials and the sale of its products.

        Buhrmann US Inc. is the principal borrower under the Senior Credit Facility and the issuer of the Notes offered hereby for the Buhrmann Group. Proceeds from borrowings received by Buhrmann US Inc. are used to finance the Group.

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Research and development

        Buhrmann's policy is to expense costs of research as incurred and to capitalize costs of development. Costs of research were insignificant in the years 2004, 2003 and 2002.

Inflation

        Cost inflation has been in line with the general economic conditions at around 2% in Buhrmann's primary U.S. and European markets for each of the last three fiscal years.

Contractual Obligations, Contingent Liabilities, Commitments and Guarantees

        The table below presents our on- and off-balance sheet contractual cash obligations after giving effect to the issuance of the Notes as at December 31, 2004 (in millions).

	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Total gross borrowings and interest	€	1,256	€	81	€	212	€	132	€	831
Rent and operating leases		388		75		114		77		122
Repurchase guarantees		52		16		16		14		6
Other contractual obligations and guarantees		11		9		0		2		0
Total contractual cash obligations	€	1,707	€	181	€	342	€	225	€	959

        Total gross borrowings at December 31, 2004, after giving effect to the issuance of the Notes, were €971 million in total, which is further detailed under "Description of Certain Indebtedness" below. Interest included in the table above does not include the effect of interest rate swaps which are described under off-balance sheet arrangements below.

        Buhrmann has certain contingent liabilities, commitments and guarantees which are not included in the consolidated balance sheet, but are disclosed in the related notes.

        Rent and Operating Leases of €388 million in total at December 31, 2004 (€436 million at December 31, 2003) are primarily related to distribution facilities and offices which the Company leases under non-cancelable operating leases. The amounts are the nominal value of future lease payments and are netted for sub-leases.

        Repurchase guarantees of €52 million in total at December 31, 2004 (€64 million at December 31, 2003) mainly relate to repurchase guarantees concerning graphic machines sold to customers and financed by external financing companies. Should the customer be declared in default, the respective financing company has a right of recourse, which, in general, will be lower than market value. The amount included in the table is the maximum exposure under these guarantees.

        Other contractual obligations and guarantees of €11 million in total at December 31, 2004 (€24 million at December 31, 2003) mainly relate to investment commitments relating to expenditure on projects, such as the development of information technology systems.

Off-balance sheet arrangements

        Buhrmann's operating companies in Europe offer a variety of defined benefit plans, in addition to Government schemes, as part of the remuneration package. In countries like the Netherlands and the United Kingdom, the defined benefit plans are separated from Buhrmann in pension funds to which Buhrmann makes contributions. For its employees in the United States, Buhrmann sponsors several defined contribution plans and a defined benefit plan with a relatively small number of participants. Depending on specific financing arrangements and funding levels, Buhrmann may incur liabilities for

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certain deficits which amounted to €10 million at December 31, 2004. No provisions were recorded in the balance sheet at December 31, 2004 in connection with this liability.

        Buhrmann has commitments to purchasers of divested businesses with respect to indemnifications and representations and warranties. These commitments include indemnifications for the imposition of additional taxes upon the divested company and/or the purchaser covering the period before the divestment. For these indemnification and warranty commitments, a provision of €21 million is included in the consolidated balance sheet at December 31, 2004. This provision is calculated based on the expected payments to be made under these indemnification and warranty commitments.

        In connection with the accounts receivable securitization program (the Program), Buhrmann has entered into agreements pursuant to which Buhrmann has agreed to guarantee the performance of the Buhrmann operating companies in the Netherlands and the United States that sell their accounts receivable into the Program (the Dutch Originators and the U.S. Originators respectively), and the servicers of the Program (including compliance with the terms of the documentation under the Program relating to selection and servicing of receivables). However, Buhrmann does not guarantee payment on any accounts receivable sold to the master purchasers (Master Purchasers) in accordance with the documentation under the Program nor does Buhrmann guarantee repayment of any notes issued in connection with the Program. Buhrmann's obligations under the guarantees issued in connection with the Program are not quantifiable and are contingent in nature. The transactions in the Program are described in the section entitled "Description of Certain Indebtedness—Accounts Receivable Securitization Program."

        Buhrmann has entered into a number of forward foreign exchange and currency swap contracts and interest rate swap contracts which had an estimated negative fair value of €5 million at December 31, 2004. The estimated fair value of the outstanding forward foreign exchange and currency swap contracts and interest rate swap contracts indicates how much Buhrmann would have to pay as per the balance sheet date in exchange for termination of these contracts without further commitments.

        Buhrmann has issued certain performance guarantees, usually in the form of standby letters of credit, to an estimated maximum amount of €4 million at December 31, 2004. The major part of these guarantees expire latest on September 1, 2007.

Variable Interest Entities

        FASB Interpretation No. 46 (FIN 46) "Consolidation of Variable Interest Entities" requires certain disclosures of variable interest entities and, as of January 1, 2003, the consolidation of certain of these variable interest entities under U.S. GAAP.

        Buhrmann has determined that at December 31, 2004 it had a variable interest in Silver Securitisation B.V., Silver Funding Ltd and Rheingold Securitisation Ltd which facilitate the accounts receivable securitization program described in "Description of Certain Indebtedness". Aside from the accounts receivable and liabilities in connection with the accounts receivable securitization program that are included in Buhrmann's Consolidated Balance Sheet, these entities do not have other significant assets or liabilities. Buhrmann has also determined that at December 31, 2004 it had a variable interest in Faison Inc. which sells office products mainly to government institutions in the United States. The consolidation of this entity would not have a material impact on net result or Group equity under US GAAP.

New Accounting Pronouncements

U.S. GAAP

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs—An Amendment of ARB No. 43, Chapter 4". SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory

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Pricing," to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) must be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS No. 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. Buhrmann is currently reviewing the impact that adoption of SFAS No. 151 will have on its consolidated results of operations, financial position and cash flows.

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payments," which revises SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123 (revised 2004) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS No. 123, are no longer an alternative to financial statement recognition. Buhrmann intends to adopt this revised standard from January 1, 2005. Buhrmann is currently reviewing the impact that adoption of SFAS No. 123 (revised 2004) will have on its consolidated results of operations, financial position and cash flows. Buhrmann has not yet determined whether adoption of SFAS No. 123 will result in amounts that are similar to the pro forma disclosures in note 34.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets—An Amendment of APB Opinion No. 29. SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for the fiscal periods beginning after June 15, 2005. Buhrmann is currently reviewing the impact that adoption of SFAS No. 153 will have on its consolidated results of operations, financial position and cash flows but expects that it will not have a material impact.

International Financial Reporting Standards (IFRS)

        The 2004 financial statements of Buhrmann have been prepared in accordance with generally accepted accounting principles in the Netherlands (Dutch GAAP). Therefore reviews, analyses and accounting policies disclosed in this prospectus are based on Dutch GAAP. From January 1, 2005, Buhrmann reports on the basis of IFRS. In the process of conversion to IFRS, we have selected accounting policies of which the main policies are described below. These policies might change, among others, because the European Financial Reporting Advisory Group has not yet fully endorsed the adoption of all IFRS standards.

        The conversion of our reporting to IFRS does not affect the underlying performance of our business. Also, the conversion will not trigger any event related to our existing business or financing arrangements. In respect of our financial policies (including our policy on additions to retained earnings and dividends), an amendment may be necessary for maintaining the same effects in economic terms.

        Within the limits of the IFRS framework we strive towards convergence with our U.S. GAAP reporting. We have decided to use some of the optional exemptions granted by IFRS 1 "First-time Adoption of International Financial Reporting Standards" for, among others, pensions and business combinations. We have decided not to use the exemption provided by IFRS 1 that allows comparative information in the 2005 financial statements to not comply with standards 32 and 39 (financial instruments).

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Buhrmann Accounting Policies under IFRS

Basis of preparation

        The financial statements have been prepared under the historical cost convention, unless indicated differently in the accounting policies below or in the notes. Preparing financial statements requires the use of estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the reporting and the amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management's best knowledge of current events and actions.

Basis of consolidation

        The consolidated financial statements will include Buhrmann N.V. and the entities controlled by Buhrmann (Group companies). Control is achieved when Buhrmann has the power to govern the financial and operating policies of an investee (subsidiary) so as to obtain benefits from its activities.

        Subsidiaries are consolidated from the date on which control is obtained and are excluded from consolidation from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries.

        On acquisition, the identifiable assets, liabilities and contingent liabilities of a Group company are accounted for at their fair values, based on Buhrmann's accounting policies, that existed at the date of acquisition. Any excess of the cost of acquisition over the fair values of the Group's share in the identifiable net assets acquired is recognized as goodwill. Goodwill is capitalized. After initial recognition goodwill is measured at cost less accumulated impairment losses. An excess of the fair value of the Group's share in the identifiable net assets acquired over the cost of acquisition is recorded, after reassessment of the purchase price allocation as a gain in the income statement.

        At the date a Group company is divested (cessation of control), the difference between the realizable value and the net asset value, including the book value of capitalized goodwill, is recorded in the income statement.

        Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated; unrealized losses are only eliminated if cost can be recovered in an external transaction.

        The interest of minority shareholders is stated at the minority's proportion of the net asset (equity) values.

Foreign currencies

        Transactions in currencies other than the local currency are recorded at the exchange rates prevailing on the dates of the transactions. Monetary items (e.g. receivables, cash and deposits and liabilities) denominated in currencies other than the local currency are translated at the rates prevailing on the balance sheet date. The resulting translation differences are reflected in the income statement.

        Translation differences, net of related taxation, arising from long-term loans to Group companies that have the nature of permanent investments, are recorded directly in shareholders' equity.

        Translation and exchange differences on loans extended by third parties which are designated as, and effective as, hedges of net investments (equity investments or permanently invested loans) in a foreign Group company are recorded directly in shareholders' equity.

        In the consolidated financial statements, the income statements and cash flow statement of Group companies whose local currency is not the euro, are translated into euro at average exchange rates. The

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assets and liabilities of these companies are translated into euro at the rates prevailing at the balance sheet date.

        Resulting translation differences are recorded directly into shareholders' equity.

        When a Group company is divested, the translation differences that were recorded in shareholder's equity are recognized in the income statement as part of the result on sale.

Borrowing costs

        Borrowing costs that are directly attributable to an acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets, until such assets are substantially ready for their use.

        All other borrowing costs are recognized in the income statement in the period in which they are incurred.

Long-term employee benefits

Pension plans:

        Group companies have various pension schemes in accordance with local conditions and practices in the countries in which they operate.

        Defined contribution plans are post-employment plans under which an entity pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay additional contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods.

        Obligations for contributions to defined contribution pension plans are recognized as an expense in the income statement as incurred.

        Defined benefit plans are post-employment benefit plans other than defined contribution plans.

        The liability or (contingent) asset in respect of defined benefit pension plans is recorded in the balance sheet. The liability or (contingent) asset is the net of the fair value of plan assets and the defined benefit obligation at the balance sheet date, including adjustments for unrecognized actuarial gains/losses and past service costs. In case of an asset the amount recognized does not exceed the present value of any benefits in the form of refunds or reductions in future employer contributions to the plan.

        Actuarial gains and losses are amortized over the remaining service period when their net cumulative amount exceeds 10% of the assets or obligations of the plan (whichever is higher).

Other employee benefits:

        Termination benefits are payable whenever an employee's employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. Buhrmann recognizes termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits due more than 12 months after the balance sheet date are discounted to present value.

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Income taxes, deferred taxes and tax liabilities

        The amount of tax included in the income statement is based on the reported accounting profit plus or minus permanent differences and includes changes in valuation allowances on deferred taxes.

        Current tax assets and liabilities are stated at nominal value using the tax rates prevailing on the balance sheet date.

        Deferred tax assets and liabilities are recognized for temporary differences in the carrying value in the balance sheet of assets and liabilities and their tax base and for loss carry-forwards.

        Deferred taxes are stated at nominal value and are determined at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Within tax groups, where the exercise periods permit and offsetting is legally enforceable, deferred tax assets and liabilities are netted.

        Deferred tax assets are recognized insofar as realization is probable. In connection with the probability of realization, valuation allowances are recorded. Realization is dependent upon the generation of future taxable income before losses expire.

        Tax expense and income related to items that are recorded in shareholders' equity are recorded likewise.

        No withholding taxes are provided for the undistributed earnings of foreign subsidiaries.

Property, plant and equipment

        Property, plant and equipment (PP&E) are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognized as an expense and calculated in principle on a straight-line basis over the expected useful lives of the assets, taking into account a potential residual value.

        Land is not depreciated.

        Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately over its own useful life.

        Borrowing costs to finance the construction of property, plant and equipment are capitalized as part of the costs of the asset, during the period of time that is required to complete and prepare the asset for its intended use.

        Maintenance, repairs and renewals are generally charged to expense during the period in which they are incurred. However, major renovations are capitalized and included in the carrying amount of the asset when it is probable that future economic benefits will increase beyond the originally assessed level. Major improvements are depreciated over the useful life of the component, not exceeding the remaining useful life of the related asset.

        Where the estimated recoverable amount falls below the carrying amount of an asset, the asset is written down immediately (impairment) to its recoverable amount.

        The recoverable amount is the higher of the net selling price and its value in use.

        Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. These results are recorded in the income statement.

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Goodwill

        Acquisitions of companies are accounted for using the purchase accounting method.

        Goodwill represents the excess of the cost of an acquisition over the fair value (based on Buhrmann accounting policies) of the Group's share of the net assets of the acquired company at the date of the acquisition.

        Goodwill on acquisitions of Group companies is included in goodwill. Goodwill on acquisition of associates is included in investments in associates.

        Goodwill on acquisitions that occurred prior to January 1, 1997 has been charged in full to retained earnings in shareholders' equity; such goodwill has not been retroactively capitalized and amortized.

        After the initial recognition, goodwill is measured at cost less accumulated impairment losses and less, until 2004, accumulated amortization. As per January 1, 2004, under IFRS, amortization of goodwill has ceased.

        Goodwill is tested for impairment at least annually. Goodwill related to cash-generating units whose carrying values exceed their recoverable amount are written down to the higher of the net selling price or the discounted net future cash flows expected to be generated. Impairment losses are recognized as an expense immediately.

Other intangible assets

        Intangible assets other than goodwill, such as software, are stated at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized as an expense and calculated on a straight-line basis over the expected useful lives of the assets, taking into account a potential residual value.

        Borrowing costs to finance the development of software are included in the cost of the asset during the period of time that is required to complete and prepare the asset for its intended use.

Investments in associates

        An associate is an entity over which the Group is in a position to exercise significant influence, but not control, in the financial and operational policy decisions of the investee through participation. Significant influence is assumed when the Group holds 20% or more of the voting power.

        Investments in associates are carried in the balance sheet at the Group's share in the value of the net assets of the associate, plus the goodwill recognized at acquisition, less any impairment in the value of individual investments.

        Results of associated companies are determined in accordance with Buhrmann's accounting policies. For these companies, the proportional share in the result is shown using the equity method. Distributions received from the investee reduce the carrying amount of the investment.

Derivatives

        Derivatives (such as interest rate swaps and currency swaps) are measured at their fair value. The movements in the fair value of derivatives are in principle recorded in the income statement. The movements in the fair value of the interest rate swaps, which are designated as hedges and which meet the criteria for hedge accounting, are recorded directly in shareholders' equity.

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Inventories

        Inventories related to goods for resale, used machines and goods in transit are valued at the lower of costs or net realizable value. Cost is based on the weighted average cost (taking into account discounts and rebates from suppliers) and includes import duties and other taxes (other than those subsequently recoverable from the tax authority) and inbound transportation, handling and other costs directly attributable to the acquisition of finished goods.

        Trade discounts, rebates and other similar items are deducted in determining the costs of purchase. However, cash discounts from suppliers for prompt payment are recognized when incurred. The difference between cost of purchase and net realizable value (if the latter is lower) is the allowance for obsolete and slow moving items.

Trade receivables

        Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less an allowance for doubtful receivables.

Other receivables

        Other receivables and prepayments are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less an allowance for doubtful receivables and includes rebates and catalog income receivables.

Cash and cash equivalents

        Cash and cash equivalents are carried in the balance sheet at fair value comprising:

•

cash on hand, deposits held at call with banks; and



•

other short-term highly liquid investments with original maturities of three months or less.

Ordinary Shares, Preference Shares and Subordinated Convertible Bonds

        Buhrmann's Ordinary Shares are classified as shareholders' equity.

        Buhrmann's Preference Shares A are classified as a liability. The Subordinated Convertible Bonds are classified as a compound financial instrument and recorded accordingly partly under equity and partly as liabilities. Buhrmann's Preference Shares C are classified as compound financial instruments and accordingly recorded as liabilities. The Preference Shares C have a conversion option. As this option is indexed to both the share price and the USD/EUR exchange rate, the conversion option classifies as a derivative. Therefore it is valued separately as a derivative (liability) at fair value.

        External costs directly attributable to the issue of new shares, other than in connection with business combinations, are shown in shareholders' equity as a deduction, net of tax, from the share premium.

Stock option plans

        Stock options are granted to a group of employees and directors. The plans meet the definition of equity settled share based compensation.

        The fair value of the options is recognized as labor cost during the vesting period, with a corresponding increase in shareholders' equity.

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Minority interest

        The portion of third parties in the net equity of fully consolidated subsidiaries in which Buhrmann has less than 100% of the issued share capital is disclosed as minority interests in the balance sheet.

        Minority interests in the net assets consist of:

•

the amount of those minority interests at the date of the original acquisition calculated at fair value at that date; and



•

the minority's share of changes in equity since the date of the combination.

Provisions

        Provisions are recognized when the Group has:

•

a present legal or constructive obligation as a result of past events;



•

it is probable that an outflow of resources will be required to settle the obligation; and



•

a reliable estimate of the amount can be made.

        Provisions include integration and reorganization accruals following divestments and restructuring of the business.

        Provisions for restructuring as a result of an acquisition are only recognized as part of the cost of the acquisition if the acquired company has an existing liability for restructuring recognized before the acquisition date.

        A provision recognized after an acquisition cannot be recognized as part of the cost of the acquisition and is therefore not part of goodwill as result of the acquisition. In this case the provision is set up through the income statement.

Non-current financial liabilities

        Non-current financial liabilities are recognized initially at the fair value (proceeds received net of transaction costs incurred).

        Non-current financial liabilities are subsequently stated at amortized cost. The difference between the net proceeds and the redemption value is recognized (accretion) on the basis of the effective interest method in the income statement over the period of the non-current financial liabilities.

Leases

        Leases are classified as financial leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset.

        All other leases are classified as operational leases.

        Assets under finance leases are recognized as assets of the Group at their fair value at the date of acquisition or, if lower, at the present value of the minimum lease payments.

        The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

        Payments under operating leases are expensed on a straight-line basis over the term of the relevant lease.

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Current financial liabilities

        Current liabilities, other than derivatives, are initially recognized at fair value (proceeds net of transaction costs incurred) and subsequently stated at the amortized cost using the effective interest method.

Revenue recognition

        Net sales represent the invoiced value, net of sales tax, of deliveries and services rendered to third parties, less discounts and rebates to customers.

        Sales of goods are recognized when:

•

Significant risks and rewards of ownership have been transferred to the buyer. In most cases, the significant risks and rewards of ownership are transferred at the point of delivery or at the moment after installation (ready to operate), depending on shipping terms, contractual arrangements and performance obligations;



•

Buhrmann retains neither continuing managerial involvement nor effective control over the goods sold;



•

the amount of revenue can be measured reliably and collectibility is reasonably assured; and



•

the related cost (of sales) can be measured reliably.

        If an entity retains only an insignificant risk of ownership, the transaction is a sale and revenue is recognized.

        Sales of services are recognized in the period in which the services are rendered. Rebates to clients are recognized based on the volumes sold over the contract period. During the year the accrual is based on estimates of volumes to be realized.

Total cost of trade goods sold

        Cost of trade goods sold represent the purchase price of trade goods sold plus import duties and other taxes (other than those subsequently recoverable from the tax authority) and inbound transportation, handling and other costs directly attributable to the acquisition of finished goods. The purchase price is net of discounts and rebates received from suppliers.

        Non-volume related catalog income (unconditional) less the costs to produce a catalog is recognized under cost of goods sold linear over the period the catalog is generating sales (street-life).

        Volume related catalog income (conditional) is treated as volume rebates.

Other operating expenses

        Other operating expenses include costs of uncollectible amounts receivable.

Disclosure of material items of income and expense

        During the course of a year, certain events take place that may be viewed as part of normal business operations. These events however, may have unique characteristics that set them apart from the Company's standard day-to-day operations. These events may be infrequent and of such a size that reporting them separately provides the opportunity to give a more operationally oriented view on the results of the business. Other events, such as material restructurings, impact the Group's operations and cost structure significantly, such that reporting them separately clarifies the effect of these decisions on the results of operations.

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Cash Flow Statement

        The consolidated cash flow statement is reported under the indirect method and it is derived from the income statement and from other changes between the opening and closing balance sheets in local currencies, translated at average exchange rates.

        The cash flow statement shows three separate flows, each linked to a certain activity:

•

Cash flow resulting from operating activities;



•

Cash flow resulting from investing activities; and



•

Cash flow resulting from financing activities.

Trend information

        Buhrmann is in a good position, both operationally and financially, and we are poised for future growth in 2005. We have strong competitive market positions in our key markets in North America, Europe, and Australia/New Zealand. There are nascent signs of an improvement in the employment situation for white collar workers in the United States and we have a solid structure in place to support our key strategic initiatives. We continue concentrate on profitable sales growth and intend to strengthen our customer-focused and sales-driven corporate culture.

Exchange Controls

        There are currently no limitations under the laws of the Netherlands on the rights of non-residents to hold or vote Ordinary Shares of Buhrmann NV. Cash distributions, if any, payable in euros on Ordinary Shares may be officially transferred from the Netherlands and converted into any other currency without Dutch legal restrictions. However, for statistical purposes, any such payments and transactions which exceed €10,000 must be reported to the Dutch Central Bank. In addition, no payments, including dividend payments, may be made to jurisdictions subject to certain sanctions, adopted by the government of the Netherlands, implementing resolutions of the Security Council of the United Nations or regulations of the European Union.

Quantitative and Qualitative Disclosures about Market Risk

        Buhrmann is exposed to financial market risks, including adverse changes in interest rates and currency exchange rates and availability of short-term liquidity. Our financial policies are designed to mitigate these risks by restricting the impact of interest and currency movements on our financial position while safeguarding an adequate liquidity profile.

        The financing policy aims to maintain a capital structure which enables us to achieve our Group strategic objectives and daily operational needs. The degree of flexibility of the capital structure, including appropriate access to capital markets, the financing of working capital fluctuations and the costs of financing (optimal weighted average cost of capital) are factors taken into consideration. With respect to the level of debt financing, Buhrmann focuses on cash interest cover (operating result before depreciation of tangible fixed assets and software and before amortization and impairment of goodwill and exceptional items over cash interest) and the relationship between borrowings and total enterprise value (market value based leverage, which is calculated by using the market capitalization of equity and the nominal value of interest-bearing debt as the total enterprise value). The objective is to restrict the four quarterly rolling cash interest coverage to a minimum of three times and the market-value based gearing (net interest-bearing debt over total enterprise value) over time to a maximum of 50%. In addition, consideration is given to the development of specific capital ratios, of which the leverage ratio (net interest-bearing debt over operating result before depreciation of tangible fixed assets and software and before amortization and impairment of goodwill and exceptional items) is the most relevant. Actual

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cash interest cover at December 31, 2004 was 4.8 (2003: 2.2), which is above our minimum target level of 3. Market value-based gearing stands at 31% (2003: 36%), while the leverage ratio is 2.4 (2003: 2.5). Both the debt reduction and the refinancing carried out in 2004 had a positive effect on the financial ratios.

        Our interest policy is designed to restrict the short-term impact of fluctuations in interest rates while keeping the interest burden as low as possible. Interest hedging instruments are used to adjust the fixed interest or floating interest nature of the financing towards the required profile. We currently aim to have around 60% of the interest rate fixed, given the present, improved, level of interest cover. Actual fixed interest was 63% at December 31, 2004.

        External interest-bearing debt after currency hedging is distributed primarily among our main currencies (i.e., U.S. dollar and euro) on the basis of anticipated operating profit before amortization and impairment of goodwill and excluding exceptional items. The remaining translation risk is not covered. At December 31, 2004, the actual split of the external debt (after currency hedges) is 81% in U.S. dollar, 13% in euro and 6% in other currencies.

        Regarding currency risk exposure on trading transactions, it is the policy to cover these risks on a transaction basis as much as possible to protect the operational margins in local currency terms. Currency forward contracts with terms up to one year are also used to cover these risks. The occurrence of these exposures is relatively low as most purchases and sales are conducted in local currencies.

        Financial instruments such as currency and interest swaps are used only to hedge against financial market risks, rather than for speculative purposes. Financial instruments are primarily dealt with third parties by Buhrmann NV, Buhrmann US, Inc. and Buhrmann Europcenter NV. These entities also act as the main financing companies for the Group. In addition, an accounts receivable securitization program is being operated using Buhrmann Silver SA and Buhrmann Silver US LLC. Details on the various components of the capital structure, including liquidity aspects, are provided in the notes to the consolidated financial statements included elsewhere in this prospectus.

        Our treasury function does not operate under an own profit objective but it pursues benefits of scale and efficiency as well as provides in-house services in the area of financial logistics. Cash and third-party debt is concentrated in the main financing companies to ensure maximum efficiency in meeting changing business needs, while local operations are largely financed by a mix of equity and long-term inter-company loans denominated in local currencies.

        The table below provides information about Buhrmann's debt obligations after giving effect to the offering of the old notes and the related recapitalization transactions as of December 31, 2004. This table provides information about the cash flows, fair value, weighted average interest rate, maturity and contract terms of Buhrmann's debt which includes both variable and fixed rate debt. Foreign currencies have been translated at the applicable euro rates at December 31, 2004. For cash, accounts receivable, other short-term assets, accounts payable, accrued liabilities and other short-term liabilities, the carrying

95

value of these financial instruments approximates their fair value owing to the short-term maturities of these assets and liabilities.

	2005		2006		2007		2008		>2008			Total		Fair Value
	(in millions)
Fixed rate debt:
Old Notes										110			110		110
Interest rate										7.875	%
2014 Notes										110			110		112
Interest rate										8.25	%
Subordinated Convertible Bonds										115			115		125
Interest rate										2.00	%
Other										2			2		2
Total fixed rate debt									€	337		€	337	€	349
Variable rate debt:
Account receivables securitization						74							74
Term Loan A		16		16		26		26		27			112
Term Loans C		4		4		4		4		400			417
Overdrafts & Others		19		12									31
Total variable rate debt	€	39	€	32	€	104	€	31	€	427		€	634
Total debt	€	39	€	32	€	104	€	31	€	764		€	971

        The fair values of Buhrmann's fixed rate loans have been estimated based on applicable market interest rates available to Buhrmann for instruments of a similar nature and maturity. The fair value of variable rate debt approximates the carrying value.

Interest rate risks

        Buhrmann's policy is to incur a certain minimum level of fixed rate debt in relation to the interest cover. Interest rate swaps are used to adjust the interest profile of the loans towards the desired position, in order to achieve the hedging as per policy. Buhrmann currently aims to have around 60% of the interest rate fixed, given the present level of interest cover. The actual fixed percent was 63% at December 31, 2004.

        Our average blended effective interest rate (including margin, currency and hedging effects) was approximately 6.8% in 2004.

Buhrmann's Interest Rate Swap contracts at December 31, 2004

Maturity	Notional amount(1)		Average interest rate in %(2) (in millions)	Fair value
< 1 year		128	2.33		0
< 2 years		37	2.74		0
< 3 years		128	4.27		(2	)
< 5 years		128	4.71		(3	)
Total	€	422		€	(5	)

(1)

The notional amount of these interest rates swaps are denominated in U.S. dollars and have been translated at an assumed exchange rate of €1.00=$1.3621. This was the exchange rate used for

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currency translation purposes in the Company's consolidated balance sheet for the year ended December 31, 2004.

(2)

Pursuant to these swaps, Buhrmann pays the fixed interest rates indicated in the table and receives floating rates based on 3-month LIBOR.

Currency rate risks

        Buhrmann's operations are conducted by entities in many countries and, accordingly, Buhrmann's results of operations are subject to currency translation risk and currency transaction risk. Currency instruments are used to hedge against exchange rate risks resulting from business activities and financing arrangements in foreign currencies.

        Currency forward contracts with terms up to one year are used to cover exchange rate risks resulting from business activities. The policy is to cover these risks. Given the volatility of currency exchange rates, there can be no assurance that Buhrmann will be able to effectively manage its currency transaction risks or that any volatility in currency exchanges rates will not have a material adverse effect on Buhrmann's financial conditions or results of operations.

        Buhrmann generally attempts to cover a portion of its currency translation risk by financing its operations in subsidiaries through internal debt denominated in local currencies. In general, the remaining translation risk is not covered. This is based on the assumption that the investments in subsidiaries are long-term investments. However, this risk is monitored and reviewed periodically and if this risk is deemed to be too high, Buhrmann will consider hedges against this risk wherever possible. The economic currency risk is limited, as operating companies generally operate on local markets with local competitors.

Buhrmann's forward foreign exchange and currency swap contracts at December 31, 2004

Contract	Maturity	Weighted average contractual exchange rate	Notional amount	Fair value
	(in millions)
Buy €/sell Swedish Kronor	< 1 year	8.98	39	0
Buy €/sell USD	< 1 year	1.36	109	0
Buy €/sell GBP	< 1 year	0.71	10	0
Total			158	0

        The estimated fair value of the outstanding currency and interest swap contracts indicates how much would be paid or received in exchange for termination of the contracts without further commitments as per the balance sheet date.

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BUSINESS

Company History

        Buhrmann was incorporated in 1875 under the name Koninklijke Nederlandsche Papierfabrieken N.V. (KNP). In 1993, KNP merged with Buhrmann-Tetterode N.V. and VRG-Groep N.V., forming N.V. Koninklijke KNP BT (KNP BT). KNP BT was active in three main areas: paper manufacturing, packaging, and business services and distribution. In 1997 and early 1998, certain strategic decisions were made concerning the future of KNP BT. As a result, in April 1997, the protective and flexible packaging activities of KNP BT were divested for €454 million to Tenneco, Inc. and, in December 1997, the paper manufacturing subsidiary, KNP LEYKAM, was sold to Sappi Ltd. (Sappi), a South African paper group. In consideration for the sale of KNP LEYKAM, KNP BT received €335 million in the form of loan notes (sold immediately following the closing for €307 million in cash) and 44.6 million shares in Sappi. Buhrmann sold these shares in two tranches; 31.5 million as part of a global offering by Sappi in November 1999 and in February 2001 the remaining 13.1 million. The remainder of KNP BT's packaging business was sold in June 1998 for €1.4 billion to CVC and Cinven, two venture capital groups.

        In August 1998, KNP BT was renamed Buhrmann NV, which can be regarded as the continuation of KNP BT's business services and distribution activities.

        On October 28, 1999, Buhrmann acquired 100% of the outstanding capital stock of Corporate Express Inc., a global supplier of office and computer supplies, office furniture, imaging and computer graphic supplies and computer desktop software. The acquisition and the related refinancing costs amounted to approximately $2.9 billion, raised by means of the Senior Credit Facility in the amount of $1.9 billion, the issue of the 2009 Notes in the amount of $350 million, the issue of Preference Shares C in the amount of $350 million and €300 million newly issued Buhrmann Ordinary Shares.

        In the first half of 2000, Buhrmann divested its Information Systems Division (comprising value added resellers of personal computers, computer networks, peripheral equipment and related services, as well as an information technology training business), which was no longer considered a core business.

        In April 2001, the office products division of Samas Groep NV (Samas) was acquired for €321 million in cash and in May 2001 the North American office products business of U.S. Office Products Company (USOP) was acquired for $172 million in cash. The Samas and USOP acquisitions were financed partly by means of additional debt under the Senior Credit Facility and partly by means of an issue of Buhrmann Ordinary Shares in March 2001 which raised €665 million, net of expenses. A precondition for approval by the European Commission of the acquisition of the Samas office supplies division was the sale of the office products division of Buhrmann's then existing Dutch office products subsidiary. This sale was effected in November 2001.

        In September 2001, Buhrmann listed American Depository Shares (ADSs), representing its Ordinary Shares, on the New York Stock Exchange. The ADSs are quoted under the symbol "BUH." The ADSs, evidenced by American Depositary Receipts (ADRs), each represent one Ordinary Share of Buhrmann NV. Buhrmann's primary listing of Ordinary Shares remains at Euronext N.V. in Amsterdam, quoted under the symbol "BUHR".

        With effect from October 31, 2003, Buhrmann completed the sale of its Paper Merchanting Division to PaperlinX Limited, an Australian-based paper manufacturer. The Division was sold on a debt-free and cash-free basis for a base cash consideration of €706 million. The sale resulted in a net consideration of €637 million after deduction of estimated debt and cash and net asset value adjustments. The net consideration from the sale of the Paper Merchanting Division was used to reduce the Company's indebtedness by approximately €600 million. The remainder was used to pay various costs related to the transaction.

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        In December 2003, Buhrmann completed the issuance of its €115 million Subordinated Convertible Bonds and entered into the Senior Credit Facility in the amount of up to €730 million. The net proceeds from the issuance of the Subordinated Convertible Bonds and the Senior Credit Facility were used to reduce the Company's debt under the previous senior credit facility, which was entered into in 1999 when Corporate Express Inc. was acquired.

        In July 2004, the Term Loans B were replaced by Term Loans C with tranches of €50 million and $503 million. This increased the borrowings under the Senior Credit Facility by $125 million. The other terms and conditions under the Senior Credit Facility remained the same except for a reduction in the payable interest margin. In addition, Buhrmann issued $150 million 2014 Notes in a private placement. These Notes were exchanged for newly registered bonds in October 2004.

        The proceeds of both the 2014 Notes and the increase in the Senior Credit Facility were, together with available cash, used for a tender offer of Buhrmann's existing $350 million 2009 Notes. The tender offer and redemption of these bonds was completed in September 2004.

        On March 2, 2005, Buhrmann issued the old notes, and used the proceeds from the old notes, and the Rights Issue, to fund the repurchase of its outstanding Preference Shares C on March 31, 2005.

        The legal name of the Company is Buhrmann NV (Naamloze Vennootschap). It is incorporated under the laws of the Netherlands and has its statutory seat in Maastricht (the Netherlands). Buhrmann's corporate head office is located at, and its registered office address is, Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands. Our telephone number is +31 20 651 1111, and our website is www.buhrmann.com. Information included on our website does not form part of this prospectus. Our agent in the United States for service of process in connection with the Notes offered hereby is CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011.

        The Issuer, a wholly-owned subsidiary of Buhrmann NV, is a holding company of certain North American subsidiaries of the Group. In addition, it operates primarily as a financing subsidiary for the Group on a global level. It does not conduct any ordinary business operations.

Business Overview

Introduction

        Buhrmann is an international business-to-business services and distribution group, supplying office products and graphic systems and related services for the business market. A combination of modern Internet technology and advanced logistic processes allows Buhrmann to distribute its products in an efficient way. Internet sales account for a growing proportion of the Company's total sales.

        We believe we are a market leader based on revenue, in the business-to-business market for office products in North America and Australia. We operate in these markets mostly under the name Corporate Express. In Europe, we believe that Corporate Express is one of the market leaders, based on revenue. Furthermore, we believe that we are one of the largest independent distributors of graphic systems in Europe, based on revenue.

        Buhrmann generated sales in 2004 of €5.5 billion. At the end of 2004, Buhrmann had approximately 18,000 employees in 18 countries.

Office Products

        Buhrmann believes that it is one of the world leaders in the sale, distribution and service of office and computer products to the business market, based on revenue. Products of this type are ideally suited for Internet selling. The vast majority of Buhrmann's customers have Internet access. Orders can be placed more easily, efficiently and accurately via the Internet than using traditional methods such as telephone or fax, where there is a greater risk of incorrect data input. The costs are also lower as the

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process circumvents a number of administrative tasks. Customers place e-commerce orders by accessing one of our websites. Buhrmann arranges next-day on-site delivery. Due to the geographical spread of its activities, Buhrmann is able to offer a high level of service to companies operating on a worldwide basis.

Graphic Systems

        Buhrmann's graphic systems business is active in six European countries, supplying graphic machines, materials and related services to the graphic industry. Buhrmann is an authorized distributor for Heidelberger Druckmaschinen AG. In addition to the well-known Heidelberg presses, Buhrmann sells pre-press systems, cutting, folding and binding equipment and also supplies consumables, such as ink and spare parts.

Business strategy

Continued focus on growth

        We continue to focus on growth in our existing businesses through the consolidation of our leadership in the large account segment, the penetration of the mid-market segment, the further growth of our private brand product ranges and the extension of our product range across all our geographic markets. We may support the growth in our existing businesses with selective acquisitions. Over the past five years we have demonstrated the flexible and efficient nature of our business model through the successful integration of three significant acquisitions (namely Corporate Express, the office products business of USOP, and the office products division of Samas) as well as a number of smaller acquisitions. Following up on these successful experiences, Buhrmann intends to pursue this balanced strategy.

Increase sales by leveraging global service capabilities

        Buhrmann intends to increase sales through continued emphasis on service quality across all of its business segments. Buhrmann believes that, in its Office Products business segment, service quality (for example fill rates, lead time, delivery reliability and a high degree of customization of ordering processes through adaptive information technology solutions) and the ability to provide a breadth of product offerings in a large number of markets are the key criteria that its customers consider when selecting suppliers for office products. Buhrmann believes that it will further strengthen its position with businesses and institutions in North America, Europe and Australia, as these entities increasingly demand single-source suppliers for their global office product needs. Furthermore, Buhrmann has also been stepping up efforts to reach out to small- and medium-sized office supplies customers who can benefit from a total supply solution. Buhrmann can help these customers fulfill their sourcing needs in addition to lowering their overall supply chain costs.

Consolidate market positions

        In our core Office Products business segment aimed at strategic and large accounts, we will continue to consolidate our prominent market positions, while increasing our global contract business through which we provide office products sourcing coverage for global customers who operate in our North American, European and Australian markets.

Extend product lines

        By further leveraging its distribution network through product range extensions including forms, promotional items, facility, break room and safety supplies, Buhrmann has expanded its product-line. We will continue to focus on broadening our product line in order to further increase growth in our existing business.

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Extend our customer base

        We believe that in our major geographical markets the strategic and large accounts market segment represents approximately 80% of our total sales. Small- and medium-sized companies account for the remainder of our total office product sales. We seek to increase sales to small- and medium-sized companies with a goal of increasing our overall customer base across different market segments and to utilize more fully the capacity of our distribution infrastructure.

Expand private brands

        Buhrmann has also successfully introduced private brand product ranges, of which the "Corporate Express" brand name is the most important. The extension of the private brand range has positively impacted gross margins and operational profitability and it represents a profit growth opportunity which Buhrmann will continue to exploit.

Extend preferred supplier relations

        Buhrmann actively pursues a strategy of working with fewer, more strategic suppliers for a growing number of product categories. Category management is an essential part of our merchandising strategy. By strategically sourcing a core range of consumable supplies for our customers' business environment from preferred suppliers, we are able to streamline the supply chain and improve our cost base. This preferred supplier initiative has positively impacted gross margins and operational profitability and it represents a profit growth opportunity which Buhrmann will continue to exploit.

Focus on improving operating margins

        Buhrmann has identified opportunities to improve the operating margins in each of its business segments. In the Office Products Divisions, Buhrmann will try to improve operating margins by (i) engaging in targeted marketing programs to increase sales of value-added products that carry higher margins, (ii) eliminating unprofitable product lines and (iii) centralizing or regionalizing certain administrative and operational functions. In the Graphic Systems Division, Buhrmann will continue to develop its Triple S (service, supplies and spare parts) in order to reduce the effect of cyclicality of equipment sales on the operating margin of this Division.

Risks associated with our strategy

        You should also consider the risks we face that could limit our ability to implement our business strategies, including:

•

a reduction in the number of white collar workers employed by our customers or a reduction in the spending per white collar worker could adversely affect growth in our existing businesses;



•

if we do not efficiently manage our growth, whether through organic growth or as a result of acquisitions, we may not fully realize the expected growth of our revenues;



•

the terms of our debt may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and may limit our ability to, among other things, make acquisitions;



•

if we are unable to maintain and improve our information systems in a timely manner in order to correctly and efficiently process and distribute customers' orders on a global basis, this could adversely affect our ability to successfully leverage our global service capabilities;



•

the highly competitive nature of the markets in which we operate, combined with the fact that many of our competitors offer the same or similar products, could adversely affect our ability to

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extend our customer base and maintain our existing customers resulting in a loss of market share; and

•

our strategy for the improvement of operating margins relies on the successful implementation of certain measures which may not be sufficiently realized.

        In addition, while we may implement individual elements of our strategies, the benefits derived from such implementation may be mitigated in part, or in whole, if we suffer from one or more of the risks described in this prospectus. As a result of these or other risks, we may decide to alter or discontinue aspects of our strategy and may adopt alternative or additional strategies. Any failure to successfully implement our strategies could adversely affect our business, results of operation or financial condition. See "Risk Factors" and "Cautionary Notice Regarding Forward-Looking Statements."

Industry Trends

Globalization/outsourcing

        Our customers are increasingly concentrating their purchase volumes of office products or related products, while the customers expect delivery and services rendered to multiple locations. In addition, customers concentrate on their key processes, while they outsource non-strategic tasks. We believe this trend has contributed to the formation of our global office products business.

Size and scale/consolidation

        In order to service our customers, extensive logistical, sales and information technology infrastructure is required. In addition, purchasing volumes determine largely how attractive products can be sourced. These factors underlie the economies of scale of our business model, hence the trend in our industry for the formation of larger entities in Office Products.

Internet/eCommerce

        Due to the low value per order, high order volume, dispersed ordering points at our customers, extensive assortments and relatively high administrative costs, our business model is suitable for eCommerce developments. This has resulted in significant growth of volumes sold over the Internet.

Service

        Notwithstanding the importance of attractive pricing and ease of ordering, service in terms of quick and complete delivery is essential in our industry.

Seasonality

        The seasonality of sales in the office products business segment is limited as sales primarily relate to employees at work in the office. Therefore, sales in this segment are spread more or less in accordance with the effective working days in a quarter. Discretionary items such as software or furniture are typically negotiated at month or quarter ends. In the Graphic Systems Division, historically, most printing presses are sold in the last quarter of the fiscal year.

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DIVISIONAL OVERVIEW

        Buhrmann's business activities are organized into four divisions. These are the three Office Products Divisions of North America, Europe and Australia and the Graphic Systems Division. For reporting purposes, the Office Products Europe Division and Office Products Australia Division are combined. Therefore, both of them are addressed together in this section.

Office Products North America

        Key figures (in millions of euro, except number of employees)

	2004	2003	2002
Net sales	3,628	3,939	4,931
Operating result	138	115	(273	)
Number of employees at year-end	10,544	10,775	12,211

General

        We believe our Office Products North America Division is a market leader, based on revenue, in the business-to-business market for office products and related services in the United States and Canada. Its Office Products business operates under the name Corporate Express (Corporate Express North America). Corporate Express North America manages a dynamic assortment of about 50,000 items. Its product range encompasses office products, computer and imaging supplies, furniture, promotional marketing products, forms management services, and, increasingly in 2003 and 2004, facility, break room and safety supplies. Corporate Express North America has more than 200 facilities, including 38 distribution centers, and approximately 1,400 dedicated delivery vehicles, which helps provide customers with next business day delivery services and has approximately 10,500 employees, including approximately 2,500 sales and marketing representatives. The Division's head office is located in Broomfield, Colorado. The Office Products North America Division also includes ASAP (a distributor of desktop software).

        Buhrmann believes that large companies are increasingly opting to use a single supplier in order to consolidate purchasing power and eliminate the internal costs associated with multiple invoices, multiple deliveries, complex and varied ordering procedures, uneven service levels and inconsistent product availability. Many large companies operate from multiple locations and can benefit from selecting suppliers who can service them in many of their locations.

Industry overview

        The office products industry consists primarily of companies that operate in one or more of three broad sales channels: the contract stationer (or contract distribution) channel, the direct marketing channel and the retail channel. Contract distributors typically serve medium- and large-size business customers through the use of a product catalog and a direct sales organization and typically stock certain products in distribution centers and deliver these products to customers on the next business day. The major contract stationers carry a significant proportion of their merchandise in-stock, relying only upon wholesaler intermediaries for inventory backup and increased product breadth, while smaller contract distributors carry a much smaller portion of their merchandise in stock. Direct marketers of office products typically target small business customers and home offices. While their procurement and order fulfillment functions are similar to contract stationers, direct marketers rely almost exclusively on catalogs and other direct marketing programs, rather than direct sales forces, to sell their products, and generally use third parties to deliver products. Office product retailers typically serve smaller businesses, home offices and individual customers.

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        The non-store business-to-business office product distribution industry in North America has been rapidly consolidating and undergoing other significant changes. As a result of this consolidation, the number of independent, mid-size office products contract distribution companies has declined significantly. Large companies (including Corporate Express North America) serving a broad range of customers have acquired many of these smaller businesses. As the office products industry continues to consolidate, Buhrmann believes that many of the remaining smaller office products distribution companies will be unable to compete effectively due, in part, to their inability to purchase products at favorable prices or provide all of the services customers require. Buhrmann expects that many of these independent businesses will be acquired by larger companies or will cease to operate. Medium- and large-size companies, the market segments in which Corporate Express North America operates, are increasingly opting to use a single national supplier. Central purchasing of office products (such as office supplies, computer supplies and office furniture) and services provides several advantages for customers. For example, a customer could take advantage of the economies of scale Corporate Express North America offers and achieve uniformity in its office products services and distribution company-wide, while reducing its procurement process costs by dealing with one supplier and a uniform system.

Strategy

        In 2003, Corporate Express North America completed its restructuring program announced in December 2002. Increased efficiencies were realized by centralizing and right-sizing the operation. Back-office functions have been harmonized and were brought together to a large extent in one shared service center. Since early 2003, an enterprise-wide information system has been fully deployed throughout the United States. Following the completion of this integration and restructuring, Corporate Express North America, is now fully focused on driving growth in its existing businesses through a number of strategic initiatives.

        Corporate Express North America aims to consolidate its leading position in the strategic and large client segment, which represents approximately 80% of sales. We believe our dedicated strategic sales organization should drive sales conversion, penetration and retention across product lines with large and strategic accounts. Additionally, Corporate Express North America is focusing on growing sales in the small- and medium-sized enterprise market segment. Our approach consists of database marketing techniques as part of an integrated sales effort utilizing direct sales, telemarketing sales, integrated sales teams, direct mail, email and other communication tools to optimize customer contacts.

        In addition, we aim to continue leveraging our strong core distribution channel to extend Corporate Express North America's product range, with a particular focus on the facilities, break room and safety supplies market which we believe is significant in size.

        Corporate Express North America is also pursuing various global sourcing initiatives including forming partnerships with key suppliers on a global basis in order to maximize purchasing power and expanding private brands, which should increase sourcing potential, brand awareness and customer loyalty and contribute to improving margins.

        Buhrmann is also a significant provider of desktop software to organizations through its subsidiary, ASAP. Together with its partners, ASAP helps its clients purchase, manage and deploy software solutions and volume licensing programs. ASAP plans to expand by gaining market share in the segment of small- and medium-sized organizations and by penetrating new geographic markets, mostly in Europe. It will further enhance its strong technological position by integrating its systems into a single worldwide application, introducing an enhanced eBusiness capability into new markets, and expanding the scope of its offering of management tools for monitoring software installation, utilization and licensing.

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Product offerings

        Corporate Express North America offers its customers a full range of office products, including:

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traditional consumable office supplies, such as pencils, pens, paper clips, paper and writing pads;



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consumable computer products, including toner and inkjet cartridges, magnetic media products, CDs, and diskettes;



•

office furniture such as desks, filing cabinets and chairs;



•

desktop software products such as well known operating systems and applications as well as anti-virus applications and CD label printing software;



•

digital printing equipment and services, including copiers;



•

print and forms management services, such as business cards, general business forms, labels and direct mail;



•

customized corporate gifts and promotional items such as caps and mugs;



•

facility equipment and supplies, such as paper towels, liquid soap and dusters;



•

break room supplies, including coffee, plastic cups and chewing gum; and



•

safety equipment and supplies, such as padlocks and fire extinguishers.

Sales and marketing

        The marketing strategy is designed to increase the customer base of medium- and large-sized businesses and institutions by flexibly and responsively demonstrating to customers and potential customers that the total overall cost of managing their office products needs can be reduced by focusing on process alignment. Corporate Express North America works with customers to simplify and reduce the costs of the office product procurement process by providing services such as customized, sophisticated e-commerce procurement solutions.

        Corporate Express North America markets its products and services to customers using a centrally produced catalog of its products and services. A large part of the products offered in these full-line catalogs are kept in stock at the distribution centers. Additionally, Corporate Express North America is linked electronically to certain wholesalers so that items not in stock can also be delivered to a customer on a next-day basis. In addition to the full-line catalog, Corporate Express North America produces a substantial number of customized and promotional catalogs. Customers can also place orders through the Internet using E-Way, Corporate Express North America's full-line Internet ordering system.

        Corporate Express North America markets and sells its products and services to both contract and non-contract business customers through a network of national account managers servicing national accounts and local employee sales representatives. Contract customers enter into agreements setting prices for certain products over a particular time period. The primary responsibility and priority of the national account managers is to acquire, retain and increase sales of the wide array of products and services to large, multiple location customers.

        Account managers are assigned a list of prospective customers for whom the account manager takes responsibility in directing all marketing efforts. Additional responsibilities of the account managers include designing and implementing customized merchandise and service packages for each of their accounts as well as responding to all special service requests. A company-wide network of personnel and resources supports all account managers, including information technology resources. The local sales force is generally commission-based and is organized within each of the major customer

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segments with specialists in each of the product categories. In order to maximize the productivity as well as the product and service knowledge of the sales force, Corporate Express North America is focusing on expanding its national account customer base to increase the cross-selling opportunities among its various product lines and gaining share in the mid-market by structuring the sales force to reflect customer segmentation.

Logistics and Purchasing

        Corporate Express North America receives approximately 65% of its office supplies orders through EDI systems and through E-Way, its electronic commerce ordering and fulfillment system, and the remaining amount of its orders by telephone, fax, mail-in purchase order and other traditional methods. After an order has been placed, picking documents are created for those items in stock and routed to the appropriate distribution center for order fulfillment. At the same time, the EDI systems transmit those portions of the orders not in stock to the vendors and wholesalers. Corporate Express North America is able to acquire many items unavailable in their own inventory on the same day and to combine such items with the in-stock items to yield a first time fill rate in the United States exceeding 99%.

        The Division's larger distribution centers typically have in stock over 10,000 SKUs of office products. The most popular items are contained in Corporate Express North America's catalog available in both printed and electronic versions, providing a comprehensive selection of more than 13,000 items in the core categories of office and computer supplies. Corporate Express North America offers brands such as 3M, Microsoft and Hewlett-Packard, as well as its own "Corporate Express" private label. A large majority of these items are maintained in inventory in the distribution centers. Corporate Express North America also has access, through EDI and other supplier ordering systems, to about 50,000 SKUs of office supplies, computer supplies and catalog furniture from wholesalers and other suppliers, enabling it to provide its customers with immediate access to a broad range of products, including those not stocked at its facilities. Corporate Express North America provides a wide variety of customized value added services, such as customer specific electronic catalogs, which are designed to reduce the customer's total overall cost of managing its office products needs.

        Most of the distribution centers use bar coding, radio frequency and scanning technology to ensure accuracy and efficiency. After an order is picked and packed, conveyors and overhead scanning systems are utilized to route and manifest outgoing customers' deliveries. Significant detailed reporting is available to optimize warehouse productivity, inventory turns, SKU selection and to evaluate vendor performance.

        The distribution centers generally have a logistical reach of up to approximately four to five hours by truck in any direction and a combination of owned vehicles and third-party delivery services are used to deliver office products. Corporate Express North America typically operates from a single regional distribution center that generally supports multiple distribution breakpoints and satellite sales offices.

        Corporate Express North America intends to continue to invest in enhanced warehouse and distribution technology in order to improve customer service capabilities. Technologies such as "Pick-to-Voice" (automated voice picking technology) in its distribution centers increase the group's ability to assemble multi-line orders accurately and efficiently. Another example is "RoadNet", a program for vehicles that directs deliveries quickly. During 2002, two new technologically advanced distribution centers went on line in the New York and Los Angeles metropolitan areas. In 2003, another state-of-the-art distribution center was opened in Baltimore serving the Baltimore/Washington DC metropolitan area.

        Corporate Express North America purchases a large majority of the products in volume directly from manufacturers or major office products wholesalers, who deliver the merchandise to each of the distribution centers.

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        To maximize its purchasing capabilities, Buhrmann's purchasing strategy has been to establish preferred relations with certain suppliers with whom it can capitalize on purchasing economies. This "preferred supplier" strategy creates advantageous pricing relationships and has led to competition among suppliers for inclusion in this group. To further maximize its purchasing power, Corporate Express North America has been consolidating, and will continue to consolidate, its purchases from key suppliers to increase its importance to those suppliers, including the sourcing of the office products sold under the private brand names, of which "Corporate Express" is the most important. Additionally, Corporate Express North America has utilized, and will continue to utilize, the ability to further consolidate sourcing by combining with the European and Australian Office Products Divisions as part of the purchasing strategy.

Competition

        Corporate Express operates in North America in a highly competitive environment. The primary competitive factors in the North American office products distribution industry are service, ability to customize supply chain efficiency and product offerings, including price. The North American office products industry is estimated to be $100 billion to $120 billion, including retail.

        The principal competitors, varying in the different regions, are national office products distributors, traditional contract stationers, direct mail order companies, retail office products superstores and stationery stores. The target market is medium and large-sized businesses and other institutions. Buhrmann believes that existing customers and potential customers in this market prefer to deal with large value-added office products distributors, which can provide the lowest total overall cost of managing their office products needs, high levels of service, convenience and rapid delivery.

        The largest competitors are the Contract Division of OfficeMax, Inc. and the Business Services Divisions of Office Depot, Inc. and Staples, Inc. These businesses, and many smaller office products distributors and other businesses penetrating the office products market, compete for and sell office products to many of the same kind of customers as Corporate Express. Buhrmann believes that Corporate Express competes favorably with these companies on the basis of its customized and value-added services and the breadth of its product offerings. On the other hand, some of our main competitors have greater financial resources than Buhrmann and, particularly in the case of the retail office product superstores in the United States, significant name recognition.

Information technology

        Corporate Express North America currently employs automated order entry, EDI, reporting and other information technology systems designed to decrease response times and error rates and improve customer service, and has several operating systems to enhance its operations. E-Way is the Internet on-line catalog ordering system, which generates an increasing amount of fully automated orders, thus reducing costs for both the customers and Corporate Express.

        This system is linked to the general order entry system, called ISIS. Key features of the ISIS system include the use of three-tier client server architecture that allows customers and suppliers to better communicate with Corporate Express, object oriented design techniques, and a relational database designed to handle customer inquiry, data warehouse, and management information applications.

        Through the implementation of these enhanced systems, Buhrmann plans to make the products and services available to a broader range of customers and to further personalize customer services and account information while lowering the customer's overall procurement cost.

        Corporate Express North America also provides its customers with billing and usage information in hard copy, magnetic tape, cartridge or diskette media, in each case designed to a particular customer's

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specifications. Customized cost center billing allows a customer with this assistance to analyze and rationalize its ordering and usage of office supplies and to use such information for budgeting purposes.

        The information initiatives and administrative programs, together with the increased sales and purchasing power, are designed to decrease operating costs as a percentage of sales and increase operating profitability.

Office Products Europe and Australia

        Key figures (in millions of euro, except number of employees)

	2004	2003		2002
Net sales	1,500	1,479		1,540
Operating result	47	(23	)	(75	)
Number of employees at year-end	6,003	5,873		6,023

General

        The Office Products Europe Division, operating under the name Corporate Express (Corporate Express Europe), is a supplier and service provider of office supplies: stationery, office papers, information technology consumables, office furniture, presentation equipment, document printing equipment (including copiers, fax machines and printers), promotional products, telecommunications and facility management. Corporate Express Europe operates from approximately 130 locations in Austria, Belgium, Germany, France, Hungary, Ireland, Italy, Luxembourg, the Netherlands, Poland, Sweden and the United Kingdom, and employs approximately 3,800 employees. Through partnerships in countries like Denmark, Norway, Spain, Slovenia and Switzerland, Corporate Express Europe has a European network that spans 24 nations in total.

        Also operating under the name of Corporate Express is the Australian Office Products Division (Corporate Express Australia), covering both Australia and New Zealand. We believe that Corporate Express Australia is one of the largest providers of office products and related services in the region, based on revenue. Corporate Express Australia employs approximately 2,200 staff and services customers from 49 locations throughout Australia and New Zealand.

Industry overview

        The office products business in most major international markets is following similar trends to those seen in the United States in recent years. The industry in Europe is fragmented and is being consolidated by major office product distributors, including Corporate Express. As in the United States, large contract stationers are establishing customer relationships with medium and large corporations that are seeking to lower the cost of procurement for consumable office supplies. In the case of smaller customers, the direct marketing segment is developing in global markets, especially in Europe. The retail superstore concept in the United States is not as widely accepted in other international markets, due to the high cost of real estate in major global markets and strong ties between small end-users and traditional small retail dealers. There is growing interest, particularly in European markets, in multinational relationships between large global corporations and the major contract stationers with international operations, such as Corporate Express. Increasingly, medium- and large-sized companies, the market segment where Corporate Express Europe operates, are opting to use a single pan-European supplier. There are several advantages for customers which use central purchasing of office supplies, office furniture, machines and services. For example, a customer could take advantage of the economies of scale offered by Corporate Express Europe and achieve uniformity in its office

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products services and distribution company-wide while reducing procurement process costs by dealing with one supplier and system.

Strategy

        Corporate Express Europe continues to harmonize its European business and operations and to integrate its international account management in order to strengthen its position as a full-service distributor of office products and related services to businesses and institutions in Europe. In 2003, Corporate Express Europe focused on cost savings and right-sizing the organization. Headcount was reduced and Corporate Express Europe continued to strengthen management and sales. Certain European functions, like purchasing, international account management, international category management and eCommerce management, have been centralized on a European level in Amsterdam.

        We continue to strengthen our sales organization, particularly in Germany, Benelux, the United Kingdom and France. With management concentrating on an extended period of integration and restructuring in recent years, development of dedicated sales organizations for each market sector has been a mixed success. Also hampered by unfavorable economic circumstances, our major operating companies were unable to fulfill their ambitions to boost top-line growth. Nevertheless, significant progress has been made in stabilizing the business and ramping up new prospects.

        Corporate Express Europe will continue to focus on growth of its existing business. We believe Corporate Express Europe can leverage its strong infrastructure and information technology systems to enable it to offer its customers a superior office products procurement solution through a single source. We believe significant opportunities exist to allow Corporate Express Europe to gain market share in every national market in the market segments for medium- and large-sized companies.

        We have clustered our merchandising organization into four regions (Central, West, South and North). The markets within each region show a similarity in product assortment, customer usage habits and brand presence. The four regions are supported by centralized procurement, marketing and international sales organizations.

        Corporate Express Australia's growth strategy focuses on being the single-source provider of choice via expanding its product range and geographic coverage through organic growth and continued acquisitions, to gain a larger share of its existing customers' business. In addition, Corporate Express Australia will increasingly aim to expand its customer base by focusing on the small and medium-sized enterprise market segments.

Product Offerings

        Corporate Express Europe offers its customers a full range of office products, including office supplies (such as computer supplies, stationery and office paper), office furniture, copiers and office equipment. It also offers services relating to advertising specialty and promotional products and business (printing and distribution) forms. Corporate Express Europe increasingly acts as a single-source supplier with print-forms, janitorial and catering products. Corporate Express Europe has approximately 5,000 to 6,000 SKUs of office supplies contained in its separate European country catalogs. It also has access, through its EDI and other ordering systems, to thousands of additional SKUs of office supplies, computer supplies and catalog furniture from wholesalers and other suppliers, enabling Corporate Express Europe to provide its customers with immediate access to an increasing range of products. Corporate Express Europe has a strong private brand, "Corporate Express", which accounts for approximately 25% of its office supplies sales. Corporate Express Europe will seek to increase the percentage of office supplies sales attributable to the "Corporate Express" brand, through leveraging existing distribution networks.

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        The Australian and New Zealand businesses also offer customers a comprehensive range of supplies for the office, including computer supplies, stationery, information technology products, office furniture, facility and break room, print and forms management and promotional products. The private brand "EXP," available throughout Australia and New Zealand, provides customers with high-quality, cost-saving product alternatives. The EXP private brand program continues to expand, developing the brand as an alternative to the higher cost original products.

Sales and marketing

        Products are marketed through a dedicated sales force in each national market which focuses on medium- to large-size accounts using catalogs of the product and service offerings. Buhrmann works with customers to simplify and reduce the costs of the office product procurement process by providing services such as customized and tailored catalogs and electronic ordering and information systems. Buhrmann intends to make greater use of direct marketing, through eCommerce and telephone sales to small customers in an effort to reduce costs and to grow sales.

        Corporate Express Europe markets its products and services to customers through a local dedicated sales force using a separate full-color catalog of its product and service offerings in each country. Corporate Express runs a European catalog which contains a range of approximately 2,800 common articles to all the markets plus approximately 3,000 additional products, which are specific for the local markets. The catalog is also available in Corporate Express' eCommerce tool, as well as on CD-ROM. Corporate Express Europe developed a new pan-European catalog that is increasingly being used by its international customers throughout Europe. It believes that the new catalog will be helpful to its international customers, in that the customers will have a uniform catalog of items available for immediate delivery to any of the customers' European locations. The catalog will also enhance the image and presence of Corporate Express as an international player in the European office products industry.

        Corporate Express Europe employs a "differentiated sales approach" whereby it tailors its sales approach to the type of customer Corporate Express is targeting. For example, an international account management approach is frequently used for large international companies, while direct marketing is more appropriate for small office and home office operations. Corporate Express Europe keeps most of the office products it offers in its catalogs in stock at its distribution centers. Additionally, Corporate Express maintains electronic links to certain suppliers so that items not in stock can be delivered to a customer on a next-day basis and it can better manage its inventory levels. In addition to Corporate Express' main catalogs, Corporate Express Europe produces a substantial number of customized and promotional catalogs. Together, Corporate Express Europe's local sales force and catalogs are key elements of its marketing strategy.

        Leveraging its broad geographic infrastructure, linked via one computer system, Corporate Express Australia is able to offer customers a common national service with outlets located throughout Australia and New Zealand. A specialist national accounts team, offering a high level of service, manages these national customers. Corporate Express Australia also employs new sales channels such as telemarketing and direct mail to reach customers efficiently.

Logistics and Purchasing

        Corporate Express Europe receives orders increasingly through eCommerce, as well as by telephone, fax and other traditional methods. Orders are routed to the warehouse to be picked up. Corporate Express Europe achieves an average first order fill ratio of over 95%. The distribution centers use different technologies for picking up orders and delivery. Corporate Express Europe has decided to change or replace methods and systems for those distribution centers that have become obsolete or inefficient operations or for which the capacity must be extended in order to serve more

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customers. New distribution centers in the Netherlands and the United Kingdom were built in 2002 and 2003 to replace regional distribution centers.

        The distribution centers use conveyor belts, automatic bar code scanning, (pallet) flow racks, wave-based order picking, weight checks and case calculation, all with the objective of achieving high quality and efficiency. Corporate Express Europe has introduced a new warehouse management system that has improved the operational control of all the pick and pack activities, as well as all resource management activities. Corporate Express Europe uses different transportation options, such as delivery by truck and parcel services. The transportation method chosen depends on the size of the order and the location of the customer. Corporate Express Europe both owns delivery trucks and contracts deliveries out to third parties.

        Corporate Express Europe purchases most of its products in high volume, directly from manufacturers who deliver the merchandise to distribution centers. Corporate Express' goal has been to establish strong relationships with a limited number of suppliers with a view to achieving both lower prices and lower inventory levels as a result of the suppliers' willingness to provide prompt delivery out of their inventory. Corporate Express Europe has accomplished this by entering into agreements to purchase large quantities from certain suppliers on a centralized basis. It is then able to negotiate favorable discounts and rebates that apply to purchases by all of Corporate Express' branches. This strategy has led to competition among certain suppliers to be chosen as one of its suppliers. As a result, Corporate Express Europe will consider further consolidating its purchases from key suppliers to increase its importance to those suppliers, thereby increasing its bargaining power with its largest suppliers.

        Certain of Corporate Express Europe's suppliers are linked through EDI with its on-line order entry system. If products ordered through the Corporate Express' on-line order entry system are not in stock, Corporate Express purchases such products automatically through EDI from such suppliers. The suppliers deliver these products to Corporate Express' warehouses in time for next-day delivery to the customer.

        Corporate Express Australia has achieved a rationalization in supply partners in Australia and New Zealand. That rationalization has resulted in increased trading with a consolidated group of major suppliers. It also increases the level of service available to customers, while reducing costs through efficiency in the supply chain and elimination of duplicative processes.

Competition

        Corporate Express Europe operates in a highly competitive environment. The two most significant competitive factors in the office products distribution industry in Europe are service (including, in particular, delivery speed and reliability) and price. New elements in the competitive environment are the power of eCommerce and the ability to deliver products to a customer on a pan-European basis. Having a wide variety of product offerings can also give a company in the industry a certain competitive advantage. Product quality is less significant than in many other industries, due to the perceived uniformity of products.

        The office products industry in Europe is highly fragmented, with no single company accounting for more than 10% of the total European market. Corporate Express Europe offers a wide variety of products and services, and frequently competes against companies that focus on only a few products or categories of products. Corporate Express Europe's competitors include national office products distributors, traditional contract stationers, direct mail order companies, e-tailers and portals and, to a lesser extent, office products superstores and stationery stores. Its principal competitors include Lyreco and Guilbert/Office Depot. In addition, Corporate Express Europe faces increasing competition from direct marketing companies.

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        Corporate Express Europe's target market is medium- and large-sized businesses and other institutions. It believes that existing customers and potential customers in this market prefer to deal with large value added office products distributors, such as Corporate Express, which can provide customers the lowest total overall costs of managing their office products needs, high levels of service, convenience and rapid delivery.

        We believe that Corporate Express Australia is the market leader in the office products market in Australia and is placed second in this respect in New Zealand, based on revenue. Corporate Express Australia has demonstrated an ability to maintain these leading market positions in the past five years.

Information technology

        The office products industry is witnessing strong growth in the number of orders placed on-line. The option of placing orders on-line supplements the other common methods of placing orders such as by telephone, fax and PC-based remote order entry. Corporate Express Europe currently uses a variety of national electronic retail price systems for sales, order entry and warehouse management applications as a result of the different systems used by the numerous businesses it acquired over the last few years.

        In 2003, Corporate Express Europe started to replace "SyntraNet" with the new generation "ExpressNet(R)", which allows for the on-line placement of orders. ExpressNet was enhanced and, since 2004, four solutions have been operational which offer varying levels of features and integration solutions tailored to each market segment:

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ExpressConnect for strategic and large accounts, a software solution that interfaces with customer systems, delivering 100% data integration;



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ExpressProcure for large organizations, an eProcurement service that offers on-line supply chain management tools;



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ExpressOrder for medium-sized companies, an easy to use Internet-based ordering system; and



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ExpressDirect, an open web shop for small businesses.

        Our catalog database management system enables Corporate Express Europe to produce catalogs in a flexible and efficient manner. In particular, Corporate Express Europe expects to be able to produce customer-specific catalogs that can be printed at the customers' premises by sales staff using their laptop computers.

        Customers of Corporate Express Australia increasingly use its Internet ordering site, NetXpress.biz, one of the most transacted business-to-business systems in Australia. Sales via the Internet represented 53% of Corporate Express Australia's total lines ordered at the end of 2004, down from 56% in 2003, and continues to provide an excellent cost saving alternative to traditional paper-based processes. Customers using the Internet are able to increase expenditure control via user log-in and tailored product selection. They are also able to speed up their ordering process by viewing stock availability and pricing.

Graphic Systems

        Key figures (in millions of euro, except number of employees)

	2004	2003		2002
Net sales	411	369		489
Operating result	0	(13	)	23
Number of employees at year-end	1,002	1,114		1,139

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General

        Buhrmann's Graphic Systems Division supplies graphic consumables, equipment (pre-press systems, printing presses, folding, cutting and binding machines) and provides service and maintenance for the graphic industry in Belgium, Greece, Italy, Luxembourg, the Netherlands and Spain.

        The Graphic Systems Division is an agent for Heidelberg, the largest manufacturer of printing equipment in the world. The Division has been a preferred Heidelberg distributor in the countries mentioned above for over 75 years and currently operates under a distribution contract which took effect as of July 1, 2003. The distribution contract runs for five years and has a termination period of 18 months.

        The Division offers its customers a full range of Heidelberg offset printing presses, both sheetfed and webfed, together with digital pre-press (scanner equipment, computer-to-film and computer-to-plate equipment), as well as finishing systems. It also sells products manufactured by Polar BASF, Kodak, and Polychrome Graphics.

        The Division maintains and services a large installed machine base that holds over 80,000 stock items in five spare parts warehouses in Europe. The Division offers some 4,000 different consumables, ranging from offset plates to printing inks.

        The emergence of new technologies has led to more streamlined and simplified printing processes. The application of these new technologies allows information to be transferred directly from the computer to the print-plate and via the printer to the finishing equipment where the cutting, folding and binding takes place.

        The Graphic Systems Division experiences more cyclicality in its results than Buhrmann's other Divisions because a substantial part of its sales consists of capital goods with dominant market shares, such as printing presses, and thus is more directly susceptible to changes in the general economic climate. However, the increasing non-cyclical income derived from service, supplies and spare parts enhance the Division's resilience throughout the economic cycle.

Industry overview

        The market for graphic systems is comprised of three basic categories: (i) sales of printing systems hardware, (ii) service contracts, and (iii) sale of consumables. Approximately 60% of the industry's sales are attributable to hardware, and approximately 40% of sales result from providing spare parts, supplies and services.

        Offset printing accounts for a significant portion of the market and has grown at a steady rate of 2% to 3% per annum over the last decade, although sales have shown significant cyclicality depending on the economic environment and technological changes. A good portion of the existing population of printing presses need to be replaced or adapted to directly receive digitized information. Since there are lead times between ordering and installing the equipment, an economic upswing does not immediately correlate with sales for the Division.

        A major trade show for the graphic arts industry, DRUPA, is held only once every four years. This event usually results in increased order intake of printing equipment in the year of the DRUPA because new technology is showcased at this trade show. The most recent DRUPA was held in May 2004.

        The majority of printhouses in Europe are small companies employing no more than 20 people. By tradition, printers handle all the steps of the printing process (pre-press, printing, assembling and mailing) under one roof. Few printers specialize, for example, as a service bureau (essentially for pre-press), as a bindery or as a print center (handling low-quality and short-run print).

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Strategy

        The Division is concentrating on the distribution and service of graphic equipment in six European countries. Its underlying strategic goal is to remain Heidelberg's preferred distribution channel to the graphic arts market.

        Offering Triple S is our primary strategy to balance the cyclical revenues associated with capital investments in printing equipment. In 2004, our sales in Triple S grew to €151, representing 37% of total divisional sales. Our focus continues to be on growing Triple S sales, which will not only continue to enhance our resilience to future cyclical reductions in equipment sales but also strengthen our relationships with customers. This focus has made the Division less dependent than it has been previously on the distribution of capital goods, as a result of which the Division expects its operating results to be less vulnerable to downturns in the economy than they were in the past.

        We continue to encourage our customers to convert from the traditional forms of ordering to the more efficient and simpler Internet model. All product lines are available through the online system. In 2004, Internet orders for supplies increased to 30% as compared to 25% in 2003.

        Customers in all our markets continue to experience cautious spend in graphic production. We expect that consolidation of the printing industry will reduce the number of commercial printing companies in Europe in the coming years. We will continue to invest in building strong customer relationships by offering a total solution service that includes the best printing equipment available in the market and the specialist expertise to support our customers.

        In 2004, Heidelberg divested its digital printing business, partly due to disappointing growth. We, in turn, have also adjusted our expectations for growth in this sector, and divested the assets related to our digital sales and service organizations.

Sales and marketing

        The Division's marketing strategy focuses on the selling and servicing of total solution printing systems. This includes its training, support programs and extended knowledge of print processes. In addition, the customer relationships that the Division has maintained over the years are particularly important in marketing investment goods such as printing systems.

        The Division's customer base is comprised of print shops and related specialized service bureaus. The sales cycle of printing equipment is lengthy and can spread over several years. Sales are generated through the sales force. Customer dedicated sales managers receive commissions on sales, providing an incentive for meeting sales targets.

Logistics and purchasing

        The Graphic Systems Division has five main logistics centers which are located in Amsterdam, Athens, Barcelona, Brussels and Milan. These centers stock spare parts, graphic consumables and smaller equipment. Shipping is mainly through third-party delivery services. Large printing presses are shipped directly from Heidelberg to the Division's customers.

        The Division purchases all of its products directly from Heidelberg and other manufacturers and is an authorized distributor for Heidelberg in the six European markets in which its operates. Annual purchasing volumes are agreed upon with vendors and updated monthly. Delivery lead-time (time between purchase and delivery to the customer) for large presses can be up to six months and occasionally even more when new technology is introduced, such as at the DRUPA. The Division requires a down payment from the customer prior to purchasing the printing press.

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Competition

        Competition in this market is primarily driven by product quality, pricing, service and sales coverage. The Division believes it has a strong advantage as to service and sales coverage over its competitors.

        Buhrmann's Graphic Systems Division has participated in the graphic arts markets for more than 75 years and has achieved a high market penetration in such markets. Graphic equipment sold by the Division can be found in print shops throughout the markets in which operates. Good customer database management and complex printing process knowledge combined with high-quality service and equipment provide entrance barriers in these markets.

        The consumables market (film, plates and ink) is more fragmented and characterized by many small orders which need to be delivered on very short notice.

Information technology

        Printing systems have become increasingly complex due to built-in functionalities and integrated expert guidance is needed to understand the benefits of one equipment offering versus another. The Graphic Systems Division employs sophisticated simulation tools to allow the customers to select the investment and machine configurations appropriate for them.

        Each operating company has an Internet website that is linked to the worldwide Buhrmann and Heidelberg networks. An in-house eCommerce platform has been developed. Besides supplies, also the services and spare parts business will be migrated to the new eCommerce platform which enables lower-cost sales growth and greater efficiency in ordering, servicing and distribution.

Risk control framework

Company-level controls, control environment

        In combination with our corporate governance structure, the internal arrangements as defined in our Management Charter provide the base for Buhrmann's control system. Except for detailing our Business Principles and Code of Ethics, it outlines our risk assessment processes (describing most of the responsibilities and authority levels for the divisional and operational managers), our mission and our performance approach. It includes specific authorisation levels for items such as capital expenditure, acquisitions and divestments, restructuring and remuneration issues.

        Various aspects of the Management Charter are further defined in a set of mandatory policies and manuals completed with best practice guidelines. Our policies address for instance the application of financial disclosures procedures, insider-trading rules and compliance to Competition Laws. Manuals are available on subjects like accounting principles and reporting, insurance and financial management. As strong recommendations we have guidelines in place for example on ICT business continuity matters.

        Also a 'whistle-blower' procedure is in existence. Adherence is being monitored at various levels in the organisation.

        In terms of arrangements of the Company on internal control, we have taken guidance from the COSO internal control framework (COSO-I).

Monitoring, assessment and reporting

        Buhrmann uses a comprehensive management reporting system to monitor the Company's performance. This comprises a coherent set of instruments, which cover adoption of strategy, portfolio analysis, budgeting and reporting of current results, as well as projected results. Internally, we set

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financial targets and judge business performance primarily by using an economic-value-creation based concept. Reporting and analysis of actual results take place on a monthly basis and covers not only results, but also balance sheet and cash flow information.

        The management of risks associated with business activities, and compliance with local legislation and regulations functions through the responsibility of local operational management following normal reporting lines to senior management. A system of authority limits for divisional and local operational management has been established. Besides requesting the relevant manager to obtain approval from a higher level of authority for a number of matters, the system also triggers a flow of information to senior management of Buhrmann. The same approach applies to corporate matters.

        Following new more formal internal control requirements (the Sarbanes-Oxley Act in the United States and the Dutch Code on Corporate Governance), an extensive review of the design, documentation and functioning of critical internal control processes related to financial reporting has been carried out. This resulted in specific minimum requirements on the level of control laid down in a draft internal control manual. Also, every quarter, operational management is required to confirm by means of a letter-of-representation that compliance is maintained with, among other things, the Management Charter, policies, manuals, internal control standards, fraud procedures and representation and disclosure requirements.

        In order to support the Executive Board in matters related to disclosure controls and procedures, our internal Disclosure Committee reviews, discusses and reports on disclosure related issues quarterly (the minutes of the Disclosure Committee are also provided to the Audit Committee).The main purpose is to ensure that all disclosures made by Buhrmann are accurate, complete, timely and fairly present the financial condition and the results of operations in all material respects.

        The adequacy of the design and proper functioning of internal control systems of our operations are periodically investigated by the Internal Audit Department who reports its findings to division management and the Executive Board. Although the Internal Audit Department functions directly under the responsibility of the Executive Board, the head of internal audit discusses at least annually the control status of our operations with the Audit Committee. The external auditor has full access to these reports. The head of Internal Audit attends the meetings with the Audit Committee.

External auditor

        The external auditor reports on findings on internal control as part of the audit of the Consolidated Financial Statements. Also the external auditor attends the meetings with the Audit Committee. The external auditor's reports are discussed at the appropriate levels in the organization.. The Group level reports are reviewed both by the Executive Board and the Audit Committee. In respect of the conclusions and observations about the Annual Report a final reporting takes place to the Executive Board and Supervisory Board jointly. In 2004, the total fees to our external auditor, PricewaterhouseCoopers Accountants NV, amounted to €6.4 million, (compared to €7.2 million in 2003) of which €4.5 million (compared to €4.7 million in 2003) related to audit services, €1.6 million to audit-related services and €0.3 million to non-audit services. Cost increases are particularly due to the introduction of IFRS and Sarbanes-Oxley Act, other additional audit requirements and price increases.

        The independence of our external auditor is required by the rules under the provisions of our Policy on External Auditors Independence and Services. This policy stipulates, among other things, what services may not be provided and to what extent certain non-audit services may be provided by the external auditor. Other provisions require, for example, that the lead audit partner and review partner rotate from their position after a maximum period of five years. In the context of a pending court case against Béfec (a predecessor of PricewaterhouseCoopers, France), the independence of our external auditors was discussed between the Executive Board, the Audit Committee and the signing partners of our external auditors, PricewaterhouseCoopers Accountants N.V., after which it was

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concluded that there are appropriate measures in place at the external auditor to safeguard their independence.

Evaluation of risk control framework

        The Executive Board of Buhrmann is responsible for the design and operation of the Company's internal risk control systems. Although the purpose of these systems is to enable risks to be optimally managed, such systems, no matter how well designed and operated, can never provide absolute assurance regarding achievement of our Company's objectives, or entirely prevent material losses, fraud and the violation of laws or regulations from occurring. Also, like with other business propositions, we need to apply our judgement in evaluating the cost-benefit relationship of possible controls and control procedures, while taking into account the developments in our business and the external environment.

        During 2004, as part of its ongoing involvement in our Company, the Executive Board has continuously analysed and assessed the performance, the control environment and risks to which our Company is exposed. We also reviewed the operating effectiveness of the risk control systems and have initiated improvements if and when deemed necessary.

        Our operational and corporate senior management have carried out similar assessments and reported results to the Executive Board in business reviews, letters-of-representations and ad hoc meetings where required. The Executive Board has assessed their findings, in conjunction with the results of internal and external audits; it resulted in identifying a small number of cases where additional activities have been respectively are being carried out to further strengthen controls. No major issues were reported.

Environmental Overview

        In general, we believe that we have relatively little impact on the environment, given the fact that we are not a manufacturer. Despite the fact that we are considered to be active in a low impact industry, we do provide environmental information upon request where relevant data is available. For example, in this past year we have responded to questionnaires from various research firms, banks, investment advisers, fund managers, governments, and non-governmental organizations as well as numerous requests from customers.

        Our guiding principle is to conduct business activities in a responsible manner that meets or exceeds all recognized standards for environmental issues. As such, we are implementing policies and practices to help better manage the environmental impacts of our products, services and supporting activities. In general we therefore adhere to the following principles:

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ensure environmentally appropriate sourcing of the products we sell;



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determine measurable objectives that promote continuous improvement toward pollution prevention;



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conduct effective communication and training to maintain environmental protection;



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communicate to employees and subcontractors that environmental protection is a condition of employment;



•

integrate environmental considerations, including identifying and controlling risks, into business decisions, plans and operations, and



•

comply with all applicable legislation, regulations and relevant industry standards.

        We are active in environmental associations and place great emphasis on offering environmental friendly products to customers. For example, in 2003 Corporate Express North America participated in an industry-wide initiative, the Environmental Responsibility Task Force, to define industry

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environmental procurement standards under the auspices of the School, Home, and Office Products Association. Corporate Express Europe is represented in The Environmental Standard for Office Supplies Association. This industry association promotes a proactive environmental sustainability policy throughout the entire sector, by providing clear, uniform, and standardized environmental information on a product level for all office products.

        Corporate Express North America has worked extensively with suppliers since 1991 to offer its customers a comprehensive line of EarthSaver® products. In catalogs, this symbol identifies products that contain recycled materials. Today approximately 2,700 products containing recycled materials are available through our sourcebook, representing over 20% of our catalog product offering.

        One of our most successful customer initiatives is in toner and inkjet printer cartridge collection. Corporate Express North America conducts toner refill and disposal programs for numerous contract clients. In 2003, Corporate Express North America encouraged customers to recycle over 225,000 inkjet cartridges. Internally, environmental policies reduce energy use in our own office space, the materials we use for our promotional activities, and our employees are encouraged to adopt positive environmental practices in all of their everyday tasks. In our warehouses, software automatically selects the optimal size box or bag for every product shipment in order to eliminate waste. Whenever possible, factory cartons are used for full case shipments. Bags are composed of 35% recycled materials and envelopes are used for small items. We continue to emphasize using fewer corrugated boxes and more bags in field operations.

Organization

        Buhrmann NV is the ultimate parent company over the subsidiary companies which conduct their business on a worldwide basis. All significant subsidiaries are wholly owned, except for our Australian and New Zealand subsidiaries (Corporate Express Australia Ltd and Corporate Express New Zealand Ltd), in which Buhrmann owns a 52% interest.

Property, Plant and Equipment

        We lease our principal executive offices, which are located at Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands. We own and lease additional properties in the United States and Europe for use in the ordinary course of business, which includes numerous sales offices, distribution centers and warehouses. Land and buildings had a book value of €99 million at December 31, 2004. Many of our leases contain options to renew and/or purchase the property. We do not own or lease any physical property which is considered material to us as a whole.

        We periodically reassess the adequacy of our facilities and acquire or lease new properties as is necessary to provide adequate facilities for our business. We believe that our facilities are adequate for our current level of business. We are considering closing and selling or subleasing certain of our existing facilities as part of our ongoing rationalization process.

Legal Proceedings

        Buhrmann is involved in various routine legal and regulatory proceedings incidental to the conduct of its business. Except as set forth below, Buhrmann does not believe that any of these legal or regulatory proceedings will have a material adverse effect on its financial condition or results of operations.

Paper Merchanting Germany: Anti-trust

        In April 2000, the German competition authorities (the Bundeskartelamt or BKA) launched an investigation against a number of German paper merchants, among which is Buhrmann's former

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subsidiary Deutsche Papier Vertriebs GmbH (Deutsche Papier), alleging a violation of anti-trust rules in a number of regions in Germany.

        On April 30, 2004, the BKA imposed a fine of approximately € 7.6 million on Deutsche Papier Vertriebs GmbH and on eleven other paper merchants in Germany. The fine relates to the period between 1995 and 2000 and covers the whole of Germany with the exception of the South. Deutsche Papier and the accused individuals do not agree with the fine and the calculation thereof and have appealed the fine. A third-party investigation into the alleged surplus profit in a number of regions and a third-party investigation into the calculation of the surplus profit used by the BKA substantiate Buhrmann's position that the imposed fine reflects an overestimation of any alleged surplus profit. Buhrmann has given an indemnity to PaperlinX Limited, the buyer of the Paper Merchanting Division, of which Deutsche Papier is a part, with respect to this case.

Paper Merchanting Germany: Completion Accounts

        Under an agreement for the sale and purchase of the Paper Merchanting Division of Buhrmann N.V., dated September 8, 2003, a post-completion dispute has arisen as to the valuation of a property in Germany for the purpose of inclusion in the completion accounts. The completion accounts are the basis for the calculation of the final purchase price. The valuation difference amounts to approximately €7 million. The matter is currently pending the decision of an arbitration award. Once the value of the property has been fully determined, the final settlement for the purchase price can take place.

Holdings: Agena S.A.-Béfec

        In 1994, Buhrmann initiated arbitration proceedings against the sellers of the French company Agena S.A. (Agena), an acquisition made in 1991. Buhrmann's claim for damages was based on a misrepresentation in the acquisition balance sheet. These proceedings resulted in an arbitral award adjudicating damages in the amount of €79 million. In 1995, proceedings were also started against Béfec (a predecessor of PricewaterhouseCoopers, France), the accountants who had certified the acquisition balance sheet in 1991. These proceedings were adjourned in anticipation of the outcome of the arbitration proceedings against the sellers. The matter against Béfec was resumed after the arbitral award. Béfec raised a preliminary defense against the claim, which was rejected in the first instance. Although the defendant appealed against this judgment, it may reasonably be anticipated that the principal matter will be permitted to proceed. Buhrmann is claiming damages in the amount of €134 million plus interest and costs. It is estimated that a final decision may still take a considerable period.

        Under U.S. GAAP, a contingent asset is disclosed when it is probable that an inflow of an economic benefit will be realized and the amount is estimable. In practice, contingent assets are not disclosed until the amount and timing of the inflow is known to the company (e.g., there is a firm commitment from the counter party). Accordingly, the above contingent asset would not be disclosed in accordance with U.S. GAAP, FAS 5, given the uncertainty as to its realization and timing of realization, if at all.

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MANAGEMENT

        In accordance with Dutch law, Buhrmann has a two-tiered board structure, consisting of a Supervisory Board, with seven non-executive members, and an Executive Board with four executive members as of December 31, 2004.

Supervisory Board

        The following briefly describes the functions and characteristics of the Supervisory Board and its various committees.

Tasks and procedure

        Pursuant to the rules and regulations governing the Supervisory Board it is the Supervisory Board's responsibility to supervise the policy of the Executive Board and the general affairs of Buhrmann as well as to assist the Executive Board by providing advice. In doing so, the Supervisory Board is guided by the interests of the Company and the relevant interests of the Company's stakeholders. The Supervisory Board is responsible for the quality of its own functioning.

Independence

        The Supervisory Board is composed of persons such that the members can act critically and independently of one another, and of the management and any particular self-interest.

        The By-Laws of the Supervisory Board determine that the majority of the members of the Supervisory Board shall be independent as defined in the Dutch Corporate Governance Code.

Expertise and composition

        The qualification requirements for individual members of the Supervisory Board and the requirements for the composition of the Supervisory Board are regulated in the profile and the By-Laws of the Supervisory Board and provide that every Supervisory Board Member should be qualified to assess the broad outlines of the overall policy of Buhrmann and should have the specific expertise necessary for the fulfillment of his duty, as described in the profile of the Supervisory Board. The By-Laws of the Supervisory Board further provide that the Supervisory Board should be composed in such a way that it can carry out its duties properly, and that the re-appointment of a Supervisory Board Member will only take place after careful consideration.

        Buhrmann does not apply the limit of five board memberships in Dutch listed companies as recommended by the Dutch Corporate Governance Code. Instead, the By-Laws of the Supervisory Board determine that a Supervisory Board Member should limit the number and nature of his other positions so as to ensure due performance of his duties as a Supervisory Board Member. This topic should be considered in the annual evaluation of the functioning of the Supervisory Board. Our opinion is that the qualitative criterion we apply is a better standard than a limit on the number of board memberships, as is advised by the Dutch Corporate Governance Code, as the amount of time involved in board membership in a company can vary greatly and the availability of a board member is not exclusively dependent on the number of companies where he is a member of the supervisory board.

        Members of the Supervisory Board are appointed by the General Meeting of Shareholders for a period of four years. As of January 1, 2004, a new re-appointment schedule has been drawn up, on the assumption that Supervisory Board members may in principle serve a maximum of three terms of four years on the Supervisory Board.

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Composition and Role of Committees of the Supervisory Board

        Without prejudice to its own mandatory responsibilities pursuant to Dutch law and the By-Laws of the Supervisory Board, the Supervisory Board has formed an Audit Committee and a Compensation, Nominating and Corporate Governance Committee (the CNCG Committee), each consisting of at least three members of the Supervisory Board. Aside from the specific mandates given the Committees pursuant to their respective charters, the overall task of these Committees is in general to prepare the foundation to support and inform decision-making processes of the Supervisory Board. In its report the Supervisory Board reports on the duties of the Committees that have been carried out in the financial reporting year.

        The Supervisory Board can delegate decisions, concerning the execution of policies adopted by it, to its Committees. This delegated authority should in all cases be limited to a maximum of one year with the possibility of renewal and the respective Committee should report to the Supervisory Board those decisions it has made on the basis of such delegation.

Audit Committee

        The purpose of the Audit Committee is to assist the Supervisory Board in its oversight responsibility concerning, among other things: the accounting and financial reporting practice, policies and procedures of the Company; the quality of the Company's internal control systems and risk assessment; the quality of its disclosure controls and procedures; the integrity of the financial statements; and the performance and evaluation of the external auditor. The current Audit Committee members are Messrs. Jacobs, Peelen and Smit.

        The meetings of the Audit Committee are attended by the Chief Executive Officer, the Chief Financial Officer, the Director Accounting & Control, the Director Internal Audit and the external auditor, among others, unless, in the opinion of the Chairman of the Audit Committee or the majority of the members of the Audit Committee such non-members should not attend.

        The Audit Committee has a delegated authority to make recommendations to the Supervisory Board about the approval of the "non-audit services" as set forth in the Company's Policy on the External Auditor Independence and Services.

        Considering their major interests in the Company, matters concerning Buhrmann's financing are discussed integrally in the meetings of the Supervisory Board.

Compensation, Nominating and Corporate Governance Committee

        Given the size of the Supervisory Board, it was decided to combine the tasks in the areas of the Board nomination, remuneration policy and corporate governance into one Committee. The CNCG Committee is tasked with assisting the Supervisory Board with, among other things, drafting the remuneration policy for members of the Executive Board as well as drafting the remuneration report, making proposals with respect to the remuneration of individual members of the Executive Board, reviewing share-based compensation schemes, assessing the composition and performance of the Executive Board and the Supervisory Board and advising on selection criteria and appointment procedures, reviewing the succession plan, evaluation process, selection criteria and appointment procedures and compensation structure of the Company's top management, and advising on the development and implementation of corporate governance guidelines.

        The Supervisory Board considers it important that the Chairman of the Supervisory Board occupies himself intensively with the appointment and re-appointment of members of the Supervisory Board and the Executive Board and with the corporate governance structure, two of three areas that are part of the Committee's duty. For this reason, this Committee is chaired by the Chairman of the Supervisory Board. However, the CNCG Committee Charter determines that the CNCG Committee

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cannot be chaired by a former Buhrmann Executive Board Member or by a Member of the Supervisory Board who is a member of an executive board of another Dutch listed Company.

        The current members of the Compensation, Nominating and Corporate Governance Committee are Messrs. Van den Hoek, Peelen and Zwartendijk.

Conflicts of interests

        Pursuant to the By-Laws of the Supervisory Board, every form and appearance of a conflict of interest between Buhrmann and the Supervisory Board should be avoided. Decisions to engage in transactions in which interests of Supervisory Board members play a role, which have a material significance for the Company and/or for the Supervisory Board members concerned, require approval by the Supervisory Board. The Supervisory Board is responsible for approving all decision-making concerning the handling of conflicts of interest of members of the Executive Board and Supervisory Board, major shareholders and the external auditor in relation to the Company.

        In addition, the By-Laws of the Supervisory Board require that transactions with natural persons or legal entities be disclosed if these natural persons or legal entities control at least 10% of the voting power in the Company.

Members of the Supervisory Board

        The members of the Supervisory Board as of December 31, 2004 were as follows:

Paul C. Van den Hoek (1939), Chairman

        Position: Barrister in Amsterdam (Stibbe). Nationality: Dutch. Appointed in 1991, current term of office until 2008. Supervisory directorships: AON Groep Nederland B.V. (Chairman), ASM International N.V. (Chairman), Ballast Nedam N.V. (Chairman), Robeco Groep N.V. (Chairman), Robeco N.V. (Chairman), Rolinco N.V. (Chairman), Rorento N.V. (Chairman), Het Financieele Dagblad Holding B.V. (Chairman), Wavin B.V. (Chairman), Euronext Amsterdam N.V. Mr. Van den Hoek is a Member of the CNCG Committee.

Aad G. Jacobs (1936), Vice Chairman

        Previous position: Chairman of the Executive Board of ING Groep N.V. Nationality: Dutch. Appointed in 1998, current term of office until 2008. Supervisory directorships: N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Chairman), VNU N.V. (Chairman), ING Groep N.V., Johan Enschedé B.V. (Chairman), IHC Caland N.V., Imtech N.V. (Chairman). Mr. Jacobs is a Member of the Audit Committee.

Steve W. Barnes (1960)

        Position: Managing Director Bain Capital, LLC, Boston U.S.A. Nationality: American. Appointed in April 2004, current term of office until 2008. Supervisory directorships: SigmaKalon Group, Sealy Corporation, Unisource Worldwide, BrenntagMattress Holdings, Inc., Overseers of Children's Hospital, Boston, Syracuse University School of Management Corporate Advisory Council, Executive Committee of the Young President's Organization in New England. Mr. Barnes was named to the Supervisory Board under the terms of the October 1999 stock purchase agreement between and among Buhrmann, Apollo and Bain. Upon completion of our repurchase of the Preference Shares C held by Bain, Mr. Barnes resigned from the Supervisory Board.

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John J. Hannan (1953)

        Position: Managing Partner Apollo Management, L.P. Nationality: American. Appointed in October 2003, current term of office until 2007. Supervisory directorships: Apollo Investment Corporation, Vail Resorts Inc., Pacer International, Inc., Mt Sinai Children's Centre Foundation, The Centre for Arts Education, The Nightingale Bamford School, The Allen-Stevenson School. Mr. Hannan was named to the Supervisory Board under the terms of the October 1999 stock purchase agreement between and among Buhrmann, Apollo and Bain.

Jan Peelen (1940)

        Previous position: Member Executive Committee of Unilever and member of Unilever Board. Nationality: Dutch. Appointed in 1999, current term of office until 2006. Supervisory directorships: VVAA Groep B.V. (Chairman), Friesland Coberco Dairy Foods Holding N.V., Arcadis N.V., Albron B.V. Mr. Peelen is a Member of the Audit Committee and of the CNCG Committee.

Gert H. Smit (1948)

        Previous position: Chairman of the Executive Board of Vedior N.V. Principal position: Managing Director TriFinance Holding B.V. Nationality: Dutch. Appointed in 1998, current term of office until 2005. Supervisory directorships: Transavia Airlines C.V., Endemol B.V., Martin Schilder Holding B.V., M.S.J. Beheer B.V. (Chairman). Mr. Smit is a Member of the Audit Committee.

Rob Zwartendijk (1939)

        Previous position: Member of the Executive Board of Koninklijke Ahold N.V., President and CEO Ahold USA, Inc. Nationality: Dutch. Appointed in 1999, current term of office until 2005. Supervisory directorships: Nutreco Holding N.V. (Chairman), Koninklijke Numico N.V. (Chairman), Randstad Holding N.V., InnoConcepts N.V., Blokker Holding B.V. (Chairman), Telepanel Systems, Inc. Mr. Zwartendijk is a Member of the CNGC Committee.

        Mr. Hannan and Mr. Barnes resigned from their positions as members of the Supervisory Board upon consummation of the Company's repurchase of the Preference Shares C from Apollo and Bain on March 31, 2005.

        By virtue of the Board's schedule of retirement, Mr. G.H. Smit and Mr. R. Zwartendijk will resign after the General Meeting of Shareholders to be held on April 14, 2005. Mr. Zwartendijk has advised the Board that he is not available for reappointment to the Board due to his activities with respect to other board memberships. Mr. Smit has indicated that he is available for reappointment for another term. In order to replace Mr. Zwartendijk and to safeguard continuity in the Supervisory Board it will be proposed to the General Meeting of Shareholders to be held on April 14, 2005 to appoint Mr. G. Izeboud and Mr. B.J. Noteboom as members of the Supervisory Board.

Remuneration

        The General Meeting of Shareholders determines the remuneration for the Supervisory Board members. The remuneration for members of the Supervisory Board does not depend on the Company's results. Remuneration for the members of the Supervisory Board is composed entirely of base remuneration. Members of the Supervisory Board are not eligible to participate in any bonus or profit-sharing plans, or in any other incentive-based plans maintained by the Company. The Company does not provide pension benefits for members of the Supervisory Board.

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        Remuneration to members of the Supervisory Board in 2004 amounted to approximately €270,000 and may be specified as follows (in thousands of euro):

	2004
P.C. Van den Hoek		€65.6	(1)(2)
A.G. Jacobs		55.6	(1)(2)
R.C. Gay(3)		9.3
J.J. Hannan(4)		28.0
S.W. Barnes(4)(5)		18.6
J. Peelen		32.6	(2)
G.H. Smit		30.3	(2)
R. Zwartendijk		30.3	(2)
Total	€	270.3

(1)

Including remuneration received as a Member of the Supervisory Board of Buhrmann Nederland Holding B.V.

(2)

Including remuneration received as a Member of the Audit Committee and/or the Compensation, Nominating and Corporate Governance Committee, as applicable.

(3)

Mr. Gay retired from the Supervisory Board on April 29, 2004.

(4)

Messrs. Hannan and Barnes have resigned from the Supervisory Board as of March 31, 2005.

(5)

Mr. Barnes was appointed as a Member of the Supervisory Board on April 29, 2004.

Shareholdings of Members of the Supervisory Board

        Of the members of the Supervisory Board, only the following persons held interests in the capital stock of Buhrmann at December 31, 2004 as set forth below:

	Ordinary Shares	Depositary receipts of Preference Shares A
P.C. Van den Hoek(1)	31,364	—
A.G. Jacobs	954	411
Total	32,318	411

(1)

Mr. Van den Hoek transferred the discretionary management of his securities portfolio to an independent third party.

        Members of the Supervisory Board individually and in the aggregate own less than one percent of Ordinary Shares and (depositary receipts of) Preference Shares A in Buhrmann.

Share Options Held by Members of the Supervisory Board

        The members of the Supervisory Board hold no option rights to Buhrmann shares.

Executive Board

        The following briefly describes the functions and characteristics of the Executive Board of Buhrmann.

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Role and procedure

        The Executive Board is responsible for managing the Company, which includes, among other things, the responsibility for determining and achieving the objectives of the Company, the strategy and policies, the development of results of operations and a sound personnel policy. The Executive Board reports on these matters to the Supervisory Board and to the General Meeting of Shareholders. In discharging its duty, the Executive Board focuses on the interests of the Company taking into consideration the interests of its stakeholders. The Executive Board provides the Supervisory Board with all the information necessary for the exercise of its duties in a timely fashion.

        The Executive Board is responsible for managing the Company's compliance with all relevant legislation and regulations, managing the risks associated with the Company's activities and the financing of the Company. The Executive Board reports to the Supervisory Board and the Audit Committee on these matters and discusses the internal risk management and control systems with these bodies.

        Currently, members of the Executive Board have been appointed for an indefinite term. Buhrmann is of the opinion that these appointments cannot be changed unilaterally by the Company into fixed term contracts. New members are appointed to a maximum period of four years provided that market circumstances so permit.

Conflicts of interest

        It is the policy of the Company to avoid any conflict of interest or apparent conflict of interest between the Company and members of the Executive Board. Decisions to engage in transactions where conflicts of interest of Executive Board members are involved, which are of material significance for the Company and/or for the members of the Executive Board concerned, require the approval of the Supervisory Board.

Members of the Executive Board

        The members of the Executive Board as of December 31, 2004 were as follows:

Frans Koffrie (1952)

        Mr. Koffrie is President and CEO and joined Buhrmann in 1988. In 1990 he was appointed a Member of the Executive Board and became the Group's President and CEO in 1998. Mr. Koffrie is a Dutch national, born in Weert, the Netherlands on May 15, 1952. He holds a Master's degree in Business Economics (Amsterdam University) and a Bachelors degree in Law (Erasmus University Rotterdam). Before he joined Buhrmann's predecessor VRG-Groep, he worked for Vroom & Dreesmann and Triumph-Adler Nederland B.V. Within the Executive Board he holds responsibility for Strategy, Investor Relations & Corporate Communications, General and Legal Affairs, and Internal Audit. Mr. Koffrie currently holds a Supervisory Directorship in Wessanen NV, a Dutch public company.

George Dean (1947)

        Mr. Dean is responsible for the Graphic Systems Division and the Office Products Australia Division and joined Buhrmann in 1990. He was appointed a Member of the Executive Board in 1998 and he was President of the Paper Merchanting Division until the divestment of these activities on October 31, 2003. In addition to his responsibility for supervising the two aforementioned Divisions, Mr. Dean also holds responsibility within the Executive Board for Human Resources and Group Real Estate. Mr. Dean is a British national and was born in Perth (Scotland) on February 18, 1947. He holds a Bachelor of Science Honours Degree in Chemical Engineering from the University of Edinburgh.

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Before he joined Buhrmann's predecessor VRG-Groep in 1990, he worked with the Wiggins Teape Group for 21 years.

Mark Hoffman (1952)

        Mr. Hoffman is President and CEO of the Office Products North America Division and joined Buhrmann in 1999. He was appointed a Member of the Executive Board in 2002. Mr. Hoffman is an American national, born in Jackson, MI on August 31, 1952. He holds a Master's Degree in Business Administration from Harvard Business School. Before he joined Buhrmann, he was the President and CEO of APS Holdings and held several other management functions with W.W. Grainger, TRW, Inc. and Lockheed Corporation.

Floris Waller (1958)

        Mr. Waller joined Buhrmann in 1999, and was appointed a Member of the Executive Board and CFO in the same year. Mr. Waller is a Dutch national, born in Leiden, the Netherlands on December 21, 1958. He has a Master's Degree in Business Economics and a CPA Degree (both from the Erasmus University Rotterdam). Before he joined Buhrmann he worked with Unilever for 15 years in various financial management positions. Within the Executive Board he holds responsibility for: Accounting & Control, Corporate Finance & Group Treasury, Corporate Tax & Pensions, Risk Management, Information Technology, Mergers, Acquisitions & Divestments, the Holdings, and-jointly with the CEO-Investor Relations and Internal Audit.

Compensation

        The Remuneration Policy for the Executive Board is determined by the Supervisory Board on the recommendation of the CNGC Committee and adopted by the General Meeting of Shareholders. Any material amendments to the Remuneration Policy must be submitted to the General Meeting. In 2004, no changes were made to the remuneration policy, with the exception of the New Buhrmann Incentive Plan, which was approved by the General Meeting of Shareholders held on April 29, 2004.

        The determination of the remuneration for each individual Executive Board Member is in principle a responsibility of the Supervisory Board. The Supervisory Board has delegated this authority to the CNGC Committee. Pursuant to this delegation of authority, and acting within the principles of the remuneration policy, the CNGC Committee sets the remuneration packages for the members of the Executive Board, including base salary, pension rights, bonus and long-term incentive awards, grants of share options and any severance payments. The CNGC Committee may make decisions, which reflect special circumstances and make remuneration plan alterations which will be accounted for in the next annual report. The CNGC Committee does not retain remuneration consultants but seeks professional advice from external advisors as it sees fit.

Remuneration Policy for Members of the Executive Board

        The objective of the remuneration policy is to attract and retain qualified and expert Executive Board members with an international outlook and to motivate them to perform in such a way that the value of Buhrmann is enhanced. Remuneration of the Executive Board is aimed at balancing short-term operational performance with the longer-term objective of creating sustainable value and growth. Levels of remuneration are reviewed annually taking account of competitive levels of remuneration according to relevant industry comparisons in each country environment. From time to time the CNCG Committee will seek expert advice on the remuneration levels.

        In addition, employment contracts and main conditions of employment for members of the Executive Board are annually reviewed. Currently, members of the Executive Board have been

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appointed for an indefinite term. Notice periods of up to six months for termination of employment have been set for each Executive Board member.

Remuneration

        The remuneration for members of the Executive Board consists of a base salary, variable pay comprising an annual performance bonus, share option plan, pension, long-term incentive plan (North America only) and pre-pension provision (Europe only). In addition, allowances and fringe benefits similar to those of many other employees at Buhrmann are paid. The details of the remuneration package are as follows:

Base salary

        The base salary for members of the Executive Board is set at a market competitive level, using industry survey data provided by outside remuneration advisors. Where members of the Executive Board reside outside the Netherlands, benchmark salary levels are referenced for Europe and North America.

Variable pay

        Variable pay is an important part of the remuneration package for the Executive Board. Members of the Executive Board participate in an annual bonus plan based on the achievement of a number of targets, which reflect key drivers for value creation, long-term growth in shareholder value, and the development of earnings per share.

        Target bonus levels for the Executive Board range from 50% to 75% of base salary. The amount of the annual bonus is determined by the CNCG Committee based on the achievement of targets set by the CNCG Committee. For the Chief Executive Officer, Chief Financial Officer and other European based Board members, the bonus targets may be a combination of the performance of the total Group, division based targets and individual targets. The bonus of the North American Executive Board Member, Mr. Hoffman, entirely relates to the performance of Buhrmann's Office Products North America business and includes an overachievement bonus range for above target performance. The CNGC Committee has the right to change targets as a result of unforeseen circumstances, and may also decide to grant a special bonus award for special circumstances if justified in the opinion of the CNCG Committee. Such measures will always be accounted for in the annual report.

        In addition to the annual bonus plan, Mr. Hoffman participates in a long-term incentive plan designed specifically for the senior management of the Office Products North America Division. Under this incentive plan, which has a three year duration, a bonus of 2.5 times base salary can be earned annually, subject to the achievement of specific performance conditions related to annual economic value creation targets. In the event of an overachievement of the target, the long-term incentive payment may be increased unto 3.125 times the base salary.

Share Option Plan

        Buhrmann operates a share option plan, the "Buhrmann Incentive Plan", which aims to focus senior management on the growth of long-term sustainable value for shareholders. The Executive Board members participate in this new share option plan. The allocation of the share options granted to the individual Executive Board members is determined by the CNCG Committee, on an annual basis.

        The options have a term of seven years and vest after three years. The Buhrmann Incentive Plan up to and including 2003 did not apply performance conditions to either the grant or the vesting of the options. The exercise price for option rights granted is the closing price of Buhrmann Ordinary Shares

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on the first trading on which the shares are quoted ex-dividend after the Annual General Meeting of Shareholders. Neither the exercise price nor other conditions in relation to the granted options can be modified during the term of the options, except insofar as prompted by structural changes relating to the shares or the Company in accordance with established market practice.

        In 2004, the share option plan was redesigned to include performance-based conditions. Further details of the new Buhrmann Incentive Plan are summarized below under "New Buhrmann Incentive Plan."

        The maximum percentage of option rights that may be granted under the previous Buhrmann Incentive Plan in any year is 1.25% of the number of outstanding Ordinary Shares. This reflects the requirements of the business given our geographic spread (in particular the United States of America) and specific human resource management needs for critical business activities. The options granted up to and including 2002 have a term of five years and can be exercised only after three years. From 2003, the options have a term of seven years.

        Those entitled to options are bound by internal regulations designed to prevent insider trading.

Pension and Pre-Pension provision

        Retirement benefits are designed to be in line with the relevant market practice and consistent with those provided by other multinational companies in each country of residence. For the two Dutch Executive Board members, Mr. F.H.J. Koffrie and Mr. F.F. Waller, current pension arrangements are based on individual defined contribution plans with a retirement age of 65, and with premium payments (based on a table increasing relative to age) until the age of 60. Pre-pension arrangements provide for retirement from the age of 60 to 62 depending on agreement with the Supervisory Board. In addition, pension arrangements include an entitlement to a pension in the event of ill-health or disability and a spouse's or dependant's pension on death, on terms similar to those applicable to employees participating in the Dutch Buhrmann Pension Fund. Mr. G. Dean, who is a U.K. citizen, has pension arrangements divided between the United Kingdom and the Netherlands. His current pension arrangement consists partly of the individual defined contribution plan in place for the Dutch Executive Board members and partly of the participation in the defined benefit scheme of Corporate Express U.K. Ltd., with a retirement age of 61. Pre-pension arrangements are again identical to those of the Dutch members of the Executive Board, while the pension arrangements in the event of ill health, disability and death are a combination of terms applying to employees participating in the Corporate Express UK Ltd Pension Fund, and the Dutch members of the Executive Board. Mr. M. Hoffman, who is a U.S. resident, is eligible to participate in the regular U.S. Corporate Express, Inc. defined contribution plan (401K) on terms similar to other employees of Corporate Express, Inc. Participants in the 401K are eligible, at the earliest, to take their contributions at age 59.5, or at the latest, by age 70.

Personal loans

        The Company does not grant personal loans or guarantees to members of the Executive Board. Since 2003, no loans have been, or will be, granted. Loans have been granted to meet upfront Dutch income tax on share options granted up to and including 2002.

Severance Payments

        The current contracts of the members of the Executive Board determine that where employment is terminated in the event of an acquisition of the Company or where actual control passes into other hands (change of control), or in the case of reorganization, termination of the Company's activities or in other comparable circumstances that cannot be considered as blameworthy on the part of the Board Member concerned, a fixed severance payment will be made. In such cases, compensation will be paid by Buhrmann in the amount of three times the annual fixed salary (twice the annual fixed salary in the

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case of the contract of Mr. Hoffman) and the pension accumulation over the period that annual salary is meant to compensate will continue.

        As regards to other situations, no fixed severance payment has been arranged with the members of the Executive Board. Buhrmann believes that the circumstances of the case should be taken into account, considering relevant factors such as the reason for the termination, the age of the person in question, and the duration of employment, when determining the amount of severance payment, as a result of which, in specific cases, it could exceed the compensation mentioned in the Dutch Corporate Governance Code. The performance by a Board Member of his duties will in any event be an important factor.

Remuneration in 2004

        The remuneration in 2004 for members of the Executive Board was as follows (in thousands of euro):

	Salary		Bonus(2)				Other incentives(3)		Pension charges
F.H.J.Koffrie	€	561	€	252	(60	)%		—	€	217
R.W.A. De Becker(1)		63		—	(0	)%		—		19
G. Dean		421		210	(100	)%		250		335
M.S. Hoffman		522		449	(114	)%		1,335		6
F.F. Waller		344		172	(100	)%		—		125
Total	€	1,911	€	1,083			€	1,585	€	702

(1)

Mr. De Becker left the Company as of February 29, 2004. The remuneration reported relates only to the period of membership of the Executive Board and is based on the performance for the period.

(2)

The percentage in parenthesis represents the percentage score of the total bonus opportunity for the individual that was awarded over the respective year's performance and paid out in the first quarter of the following year.

(3)

Other incentives are cash remunerations or accruals for cash remunerations such as the long-term incentive plan for Mr. Hoffman or any special awards granted.

        Remuneration is paid in euros with the exception of Mr. Hoffman, whose remuneration is paid in U.S. dollars. Correcting for currency translation effects and period of membership of the Executive Board, the total salary costs in 2004 for members of the Executive Board resulted in a total increase of about 2% compared to 2003, and the total increase reflected a 1% increase for the European Executive Board members and a 5% increase for the North American Executive Board member.

        Bonuses related to 2004 amounted to €1,083 thousand, and other incentives amounted to €1,585 thousand. These include a special bonus of €250 thousand to Mr. Dean for the finalization of the divestment of the Paper Merchanting Division. The bonus amount for Mr. Hoffman relates entirely to the accrual for the long-term incentive plan for senior management of the Office Products North America division.

        Pension charges of €702 thousand consist of payments made to the relevant pension schemes and accruals for early retirement according to the regular, contractual rates. The early retirement provision for Mr. De Becker was released after he left the Company. For an explanation of these charges, see "—Pension and Pre-Pension Provision" above. The Company has not insured the early retirement plan. Pension premiums in the compensation table represent pension premiums paid for the defined

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contribution pension plans and the annual charge to net result relating to the liability in the Company's balance sheet regarding the early retirement plan.

Share Ownership

        Of the members of the Executive Board, the following persons held interests in the capital stock of Buhrmann at December 31, 2004 as set forth below:

	Ordinary Shares
F.H.J. Koffrie	50,595
M.S. Hoffman	75,000
F.F. Waller	3,129
	128,724

        Members of the Executive Board individually and in the aggregate own less than one percent of Ordinary Shares in Buhrmann.

Share Option Plan

        There is a share option plan in place, the "Buhrmann Incentive Plan," which is designed as an incentive to managers working within the Group. In addition, the Annual General Meeting of Shareholders held on April 29, 2004 adopted a new share option plan as described below under "New Buhrmann Incentive Plan."

Buhrmann Incentive Plan

        In 2004, approximately 370 managers were invited to participate in the Buhrmann Incentive Plan. The maximum percentage of option rights that may be granted under the previous Option Plan in any year is 1.25% of the number of outstanding Ordinary Shares. This reflects the requirements of the business given our geographic spread (in particular, the United States of America) and specific human resource management needs for critical business activities.

        For individual managers, the number of options granted is related to his or her contribution to Group results. In addition, the number of options that can be granted under the plan to any individual manager is capped at the maximum nominal value (based on the number of shares to which the option right relates, multiplied by the option exercise price) which cannot exceed an amount equal to twice the base salary of the relevant individual. The options granted up to and including 2002 have a term of five years and can be exercised only after three years. From 2003, the options have a term of seven years.

        The exercise price for option rights is the closing price of Buhrmann's Ordinary Shares on the first trading day on which day Buhrmann's Ordinary Shares are quoted ex-dividend. Those entitled to options are bound by internal regulations designed to prevent insider trading. Options granted are in principle hedged by purchasing the shares required on or close to the grant date. Options may not be hedged if the financial position of the Group gives rise to a decision not to purchase the shares required. Considerations for evaluating the financial position are the growth prospects and its required financing, as well as its capital structure. On the basis thereof it was decided not to purchase shares for this purpose in 2004, 2003 and 2002.

        On December 31, 2004, the members of the Executive Board held option rights on 774,000 Buhrmann Ordinary Shares granted under the Buhrmann Incentive Plan and the new Buhrmann

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Incentive Plan. The table below sets forth the movements in the number of outstanding option rights granted to current members of the Executive Board.

	January 1, 2004	Granted during the year	Option exercise price(1)	Fair value of grant in euro(2)	Granted in 2004	Exercised in 2004	Outstanding December 31, 2004	Expiry date
F.H.J. Koffrie	25,000	1999	15.40	101,000	—	lapsed	—	4/11/2004
	40,000	2000	32.94	418,000	—	—	40,000	5/16/2005
	40,000	2001	24.52	317,200	—	—	40,000	4/19/2006
	55,000	2002	13.69	348,150	—	—	55,000	5/5/2007
	55,000	2003	2.85	72,600	—	—	55,000	5/1/2010
	—	2004	7.79	215,900	85,000	—	85,000	5/2/2011
	215,000				85,000	—	275,000
G. Dean	20,000	1999	15.40	80,800	—	lapsed	—	4/11/2004
	25,000	2000	26.35	261,250	—	—	25,000	5/16/2005
	27,500	2001	19.61	218,075	—	—	27,500	4/19/2006
	35,000	2002	13.69	221,550	—	—	35,000	5/5/2007
	35,000	2003	2.85	46,200	—	—	35,000	5/1/2010
	—	2004	7.79	106,680	42,000	—	42,000	5/2/2011
	142,500				42,000	—	164,500
M.S. Hoffman	15,000	2000	26.35	156,750	—	—	15,000	5/16/2005
	17,500	2001	19.61	138,775	—	—	17,500	4/19/2006
	50,000	2002	13.69	316,500	—	—	50,000	5/5/2007
	50,000	2003	2.85	66,000	—	—	50,000	5/1/2010
	—	2004	7.79	152,400	60,000	—	60,000	5/2/2011
	132,500				60,000	—	192,500
F.F. Waller	20,000	2000	32.94	209,000	—	—	20,000	5/16/2005
	20,000	2001	24.52	158,600	—	—	20,000	4/19/2006
	30,000	2002	13.69	189,900	—	—	30,000	5/5/2007
	30,000	2003	2.85	39,600	—	—	30,000	5/1/2010
	—	2004	7.79	106,680	42,000	—	42,000	5/2/2011
	100,000				42,000	—	142,000
Total	590,000				229,000	—	774,000

(1)

Under Dutch fiscal rules, management receiving options could under the Buhrmann Incentive Plan up to and including 2003 elect to accept a 25% higher exercise price. The base exercise price was set at € 7.79 in 2004, €2.85 in 2003, €13.69 in 2002, €19.61 in 2001, €26.35 in 2000 and €15.40 in 1999, equalling the share price at close of business on the Amsterdam Stock Exchange on May 3, 2004, May 2, 2003, May 6, 2002, April 20, 2001, April 17, 2000 and April 7, 1999 respectively.

(2)

The fair value of the options is estimated by using an option price determination model using assumptions at the moment of the grant. It does not reflect the current market value. Details on the model and assumptions used for the calculation are provided in the note 26 to the financial statements.

New Buhrmann Incentive Plan

        At the Annual General Shareholders' meeting held on April 29, 2004, our shareholders approved the adoption of a new share option plan, the "new Buhrmann Incentive Plan". Pursuant to the new Buhrmann Incentive Plan, the number of options granted to eligible employees and the vesting of the options granted will be dependent on the performance of the Company relative to a peer group as measured over a three-year period. Approximately 370 managers are invited to participate in the new Buhrmann Incentive Plan effective as from May 1, 2004.

        In determining options to be granted under the new Buhrmann Incentive Plan and the terms upon which they are to be granted, the performance of the Company will be measured by the concept of total shareholder return, or TSR. Using TSR, which shows the total return to shareholders as a

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combination of share price appreciation and dividends distributed, the performance of the Company's shares against other companies' shares can be compared over the relevant three-year period.

        Under the terms of the new Buhrmann Incentive Plan, the financial performance of the Company, as measured by TSR, will be compared to the TSR of a reference (or peer) group of twelve companies. The criteria for a company to fit within this peer group of companies includes, among other things, that such company (i) be in the same or similar industry as Buhrmann; (ii) have a comparable business model to Buhrmann; (iii) be listed or traded on a major stock exchange; (iv) have a minimum market capitalization; (v) be present in at least North America or Europe; and (vi) be considered a peer of Buhrmann by both the investor community and by Buhrmann itself.

        The peer group companies for option grants under the new Buhrmann Incentive Plan in 2004 are: Boise Cascade Corporation (renamed OfficeMax, Inc. after a restructuring in 2004); Office Depot, Inc.; Staples, Inc.; United Stationers, Inc.; W.W. Grainger, Inc.; Hagemeyer N.V.; Manutan International S.A.; Rexel S.A.; Genuine Parts Company; Bunzl PLC; Randstad Holding NV; and Wesco International, Inc. The composition of the peer group may be changed by the Supervisory Board after 2004, provided that the above listed peer group criteria are met. In addition, where options have been granted, but have not yet begun vesting, the Supervisory Board may change the composition of the peer group with respect to that grant, if a peer group company at the time of grant no longer meets one or more of the criteria. In view of the delisting of Rexel S.A. in 2005, the Supervisory Board has decided not to replace this company in the peer group, therefore the peer group has been reduced from twelve companies to eleven companies. The Supervisory Board continues to regard Boise Cascade, Corp. as a company in the peer group after its restructuring and name change to OfficeMax, Inc. Thus, the peer group under the Buhrmann Incentive Plan in 2005 will consist of eleven companies, including OfficeMax, Inc. (f/k/a Boise Cascade Corporation), but excluding Rexel S.A.

        The TSR for each peer group company will be calculated over the three-year period following each annual grant of options under the New Buhrmann Incentive Plan, and each peer group company will be ranked in descending order of generated TSR to determine the relative position of the Company. After three years, the vesting of options granted under the New Buhrmann Incentive Plan will be based upon the TSR ranking of Buhrmann relative to the applicable peer group, as follows:

TSR ranking of Buhrmann		Percentage of options granted vesting
1		200
2		175
3		150
4		125
5		100
6		75
7		50
8-13	(1)	0

(1)

After the reduction of the peer group as described above, this ranking will be for places 8-12.

        As of December 31, 2004, Buhrmann's relative TSR performance was ten out of thirteen (including Rexel S.A.) under the New Buhrmann Incentive Plan.

        The maximum number of options authorized for the 2004 grant under the New Buhrmann Incentive Plan was 1,708,649, representing 1.25% of the total number of Ordinary Shares outstanding as of May 3, 2004, the date of the option grant. The number of options vesting may be increased up to 2.5% if, as a result of the Company's performance relative to the peer group, more than 100% of the granted options vest. In addition, a maximum of 20% of the total number of options granted in any one year may be granted to members of the Executive Board. The allocation of options granted under

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the New Buhrmann Incentive Plan to individual members of the Executive Board will be determined by the CNGC Committee.

Employees	2004		2003	2002
Average number of employees	17,628		18,614	20,350
Number of employees per division at year end(1):
Office Products North America	10,544		10,775	12,211
Office Products Europe and Australia	6,003		5,873	6,023
Graphic Systems	1,002		1,114	1,139
Corporate Headquarters	69		70	74
Total	17,618	(2)	17,832	19,447
Number of employees per geographical region at year end(1):
United States	9,491		9,727	11,149
United Kingdom	512		596	685
The Netherlands	1,024		1,076	1,350
Germany	1,422		1,478	1,644
Rest of EMU members	1,989		2,044	2,029
Australia and New Zealand	2,200		1,941	1,619
Rest of the World	980		972	971
Total	17,618	(2)	17,832	19,447

(1)

Excluding employees of the Company's Paper Merchanting Division which was sold with effect from October 31, 2003.

(2)

Excludes 425 temporary employees.

Labor Relations

        As of December 31, 2004, less than 5% of our workforce in European countries was covered under collective bargaining agreements. In Europe, the staff in our distribution centers are in general represented by trade unions. Buhrmann has various local and European works councils. Pursuant to local country law, these works councils primarily serve an advisory role.

        Buhrmann is also required by Dutch law to consult with the works councils in some decision-making processes if they affect operations in the Netherlands.

        In the United States, approximately 500 employees are currently covered by collective bargaining agreements, which is equivalent to approximately 5% of the workforce in the United States. The primary union in the United States is the International Brotherhood of Teamsters.

        Neither Buhrmann nor any of its subsidiaries or affiliates has recently experienced labor actions or disruptions that had a materially adverse impact on its operations. In general, Buhrmann believes that the work climate is stable throughout the Company.

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PRINCIPAL SHAREHOLDERS

Principal Shareholders

        At December 31, 2004, Buhrmann NV had an authorized share capital of 610,000,000 shares, divided into 250,000,000 Ordinary Shares, 54,940,000 Preference Shares A, 305,000,000 Preference Shares B and 60,000 Preference Shares C. The Ordinary Shares may, at the option of the shareholder, be bearer shares or registered shares. The Preference Shares A and B can only be registered shares. The Preference Shares C are registered shares, but may under certain conditions be bearer shares.

        On December 31, 2004, the issued and paid-in share capital was divided into 191,452,135 issued shares, consisting of 138,126,528 Ordinary Shares, 53,281,979 Preference Shares A and 43,628 Preference Shares C, all of which have been fully paid-up. No Preference Shares B have been issued or are otherwise outstanding.

        At the end of February 2005, 5.16 million Ordinary Shares were held in the form of American Depositary Shares by five registered American Depositary Receipt holders.

        All of the outstanding Preference Shares A representing approximately 27.8% of the total number of outstanding shares in Buhrmann NV at December 31, 2004 are held in "trust" by Stichting Administratiekantoor van Preferente Aandelen Buhrmann, or the Trust Office. The Trust Office has issued depositary receipts against the Preference Shares A, which depositary receipts are listed on the Amsterdam Stock Exchange.

        At December 31, 2004, of the total outstanding Preference Shares C 64.3% were held by Apollo and 30.6% were held by Bain. The remaining 5.1% were held by two other investors.

        On March 31, 2005 we completed the repurchase of all of the outstanding Preference Shares C.

        Under the Disclosure of Major Holdings in Listed Companies Act 1996 in the Netherlands, shareholders in listed companies are required to give notice to the Dutch Authority Financial Markets when their shareholdings exceed certain thresholds based on the total amount of voting capital stock outstanding of the listed company, the lowest of which is 5%. Because the obligation to file the notice is based on the holder's percentage interest of the entire outstanding voting capital stock of the listed company, rather than the holder's percentage interest of a particular class of stock, we are not notified of, or otherwise able to accurately identify, the number of shares held by such persons by class of stock and/or depositary receipts. In addition, as a matter of Dutch law, shareholders are not required to provide us regularly with updated notifications. As a result, unless and until we receive such notifications, we are not, nor would be likely to be, aware of any significant changes in the ownership of our Ordinary Shares and Preference Shares A and C. Certain shareholders do, however, notify us of their exact shareholdings on an ad hoc basis.

        In addition to notifications filed under the Disclosure of Major Holdings in Listed Companies Act 1996, under the U.S. federal securities laws any person who acquires, directly or indirectly, the beneficial ownership of more than 5% of our Ordinary Shares or ADSs is required to file certain reports as to such ownership with the SEC.

        As far as we are aware, including from our review of available filings under the Disclosure of Major Holdings in Listed Companies Act 1996 and the U.S. federal securities laws, as well as the voluntary notifications received from certain shareholders, as of December 31, 2004, the following

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persons are the only holders of more than 5% of any class of our voting shares (excluding the Trust Office, which holds 100% of our Preference Shares A):

Entity	Percentage of Total Shares(1)
AEGON NV	5.2
Apollo Investment Fund IV, L.P.(2)	11.7
Bain Capital, LLC(2)	5.6
Brandes Investment Partners, LP(1)	6.4
Cobepa NV	5.2
FMR Corp.(1)	5.3
Fortis Utrecht NV	6.3
ING Groep NV	10.0
Merrill Lynch Asset Management Inc.(1)	9.3
NIB Capital NV	7.6

(1)

Pursuant to the rules of the Disclosure of Major Holdings in Listed Companies Act 1996, percentage of total shares is calculated on the basis of shares held in proportion to the total number of outstanding shares of our capital stock; provided that percentage of total shares held by Brandes Investment Partners, LP, FMR Corp and Merill Lynch Asset Management Inc. is calculated pursuant to the U.S. federal securities laws and represents the percentage of total outstanding Ordinary Shares held by such person.

(2)

Pursuant to the rules of the Disclosure of Major Holdings in Listed Companies Act 1996, the number of Ordinary Shares into which the Preference Shares C are convertible are deemed outstanding for purposes of determining the number of shares held by such person, but are not deemed to be otherwise outstanding for purposes of calculating the percentage of total outstanding shares of capital stock of the Company held by such person. As of March 31, 2005, we completed the repurchase of all outstanding Preference Shares C. As a result, neither Appollo nor Bain held any Preference Shares C as of March 31, 2005.

        The Company's major shareholders do not have any special voting rights.

        We are not aware of any corporation, foreign government or other natural or legal person which could be deemed to directly or indirectly own or control Buhrmann NV.

        Buhrmann believes that at September 30, 2004, approximately 17% of Buhrmann's Ordinary Shares (approximately 23 million shares) were held in the United States (in either ordinary or ADR form), all of which, we believe, were held by institutional investors. The foregoing is based on a third-party investigation relating to the geographical spread of Buhrmann's Ordinary Shares. This investigation is made at least once a year and the latest available information is as at September 30, 2004.

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RELATED PARTY TRANSACTIONS

Holders of Preference Shares C

        As part of the Recapitalization Transaction, we repurchased all of our outstanding Preference Shares C held by, among others, Apollo and Bain.

        In particular, on February 22, 2005, Buhrmann reached agreement with all the holders of the Preference Shares C regarding the purchase by Buhrmann of all 43,628 issued and outstanding Preference Shares C for an aggregate purchase price of $520 million in cash together with certain options to acquire Ordinary Shares of Buhrmann in certain defined circumstances (the Preference C Repurchase).

        We completed the Preference C Repurchase on March 31, 2005.

        Part of the consideration in relation to the Preference C Repurchase consists of our granting to all sellers of Preference Shares C options to acquire, in aggregate, 36,500,000 of our Ordinary Shares at a price of €10 per share. These options may only be exercised where on, or before December 30, 2005, either (i) we and a third party together or separately make an announcement that we and they expect to reach an agreement on the terms of a bid for all of our outstanding shares, or (ii) we and a third party enter into a non-binding letter of intent or a binding agreement in relation to a public bid on all our outstanding shares. Exercise of the option is further dependent on a bid actually being made at a price of more than €10 per share. In the event that consideration in the offer is all or partially in shares, the share price of the consideration shares at the close of business on the day prior to the first announcement of the successful bid shall be utilized to determine whether the bid price exceeds €10 per share. The options lapse if not exercised on or before December 30, 2006.

        It is not contemplated that the option holders will be required to make any cash payment for any Ordinary Shares to which they are entitled on exercise of their options. Instead, upon exercise of the options we may determine, subject to agreement with the third party bidder, whether the difference between the offer price under the public bid and the exercise price of the options will be paid either (i) by the bidder in cash or in shares in the capital of the bidder (or, depending on the nature of the bid, a combination of cash or shares), or (ii) by Buhrmann in cash or in our shares.

        Any Ordinary Shares acquired pursuant to an exercise of an option must be tendered in the public bid which triggers the exercise of the options. Each option holder has given us an irrevocable power of attorney to tender any shares so acquired on their behalf.

        The options are not transferable other than to affiliates or to financial parties that have undertaken to exercise the option and to tender any shares acquired pursuant to the exercise of the option in the public bid.

        The exercise price of the option shall be adjusted in certain circumstances, including upon share splits or consolidations, cash dividends, stock dividends and issuing shares or granting rights to shares at a discount. Should the exercise price be adjusted in response to any such events, a corresponding adjustment will be made in the number of shares in respect of which the option can be exercised. No adjustment in the exercise price will be made in connection with the conversion of the guaranteed subordinated convertible bonds of December 16, 2003, due 2010, the issuance of the Notes and the carrying out of the Rights Issue, stock dividends declared in the ordinary course in lieu of or in connection with a cash dividend, or any shares issued in connection with our employee stock option plan.

        Messrs. Hannan and Barnes resigned as members of our Supervisory Board upon the completion of the Preference C Repurchase on March 31, 2005. See "Management—Members of the Supervisory Board."

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Interest of Management in Certain Transactions

        The following table sets forth the total amounts outstanding of loans extended to members of the Executive Board as at the periods ended December 31, 2002, 2003 and 2004 (in thousands of euro):

	Principal	Interest		Outstanding as at December 31, 2002	Repaid in 2003	Outstanding as at December 31, 2003	Repaid in 2004	Outstanding as at December 31, 2004
F.H.J. Koffrie:
1999	46	4.00	%	14	9	5	5	0
2000	25	5.00	%	13	5	8	5	3
2001	16	5.25	%	12	4	8	3	5
2002	78	5.25	%	72	16	56	16	40
				111	34	77	29	48
F.F. Waller:
2000	13	5.00	%	6	2	4	3	1
2001	8	5.25	%	6	2	4	1	3
2002	43	5.25	%	39	8	31	9	22
				51	12	39	13	26
Total				162	46	116	42	74

        No new loans have been granted to members of the executive Board since 2003. The outstanding loans are generally repaid over a period of five years from their date of grant. Historically, these loans have been granted by the Company within the context of the Buhrmann share option plan and served to finance the upfront payment of income taxes due from the options upon the grant of the options under Dutch tax law.

        No loans have been extended to members of the Supervisory Board.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The Senior Credit Facility

        The Senior Credit Facility was arranged in the course of 2003 and funded on December 31, 2003. The Senior Credit Facility initially consisted of a Term Loan A of €120 million and Term Loan B with tranches of € 50 million and $380 million plus a working capital facility of €255 million. On July 1, 2004, the Terms Loans B were converted into Term Loans C. The U.S. dollar tranche Term Loans C was increased by $125 million. The security provided for the Senior Credit Facility is a pledge on assets by Buhrmann NV, the Issuer and substantially all of its existing and future U.S. subsidiaries and certain of its material non-U.S. subsidiaries. Borrowings under the Senior Credit Facility bear interest at floating rates related to LIBOR or EURIBOR, as applicable, for the relevant currency for varying fixed interest periods. The interest rate margins for the working capital facility, the Term Loan A and the Term Loans C vary with the leverage ratio (pricing grid). The initial margin for the working capital facility and the Term Loan A is 2.50%. The initial margin for the Term Loans C is 2.50%. The working capital facility carries a fee of 0.75% for the undrawn balance. The documentation of the Senior Credit Facility provides for uncommitted increases in the working capital facility and term loans subject to meeting certain conditions such as a maximum senior leverage ratio.

        The Senior Credit Facility imposes certain restrictions on Buhrmann and certain of its subsidiaries, including restrictions on the ability to incur additional indebtedness. Also, Buhrmann is required to apply a percentage of the proceeds of any equity offering (other than certain equity offerings to finance the purchase of the Preference Shares C) and sale of assets to the prepayment of debt under the facility. Under the Senior Credit Facility, Buhrmann must also comply with certain financial covenants. Buhrmann was in compliance with these financial covenants at December 31, 2004. It is noted that among other things, the earnings before depreciation of tangible fixed assets and internally used software and amortization of goodwill used for banking covenant calculation purposes may differ significantly from the EBITDA as derived from our consolidated financial statements due to specific contractual definitions. Also, profit and loss items are calculated on a rolling four-quarterly basis. If Buhrmann fails to comply with the covenants in the Senior Credit Facility, there could be an event of default under the Senior Credit Facility. In addition, the lenders under the Senior Credit Facility could demand repayment of the debt under the Senior Credit Facility, and seek to foreclose on Buhrmann's assets that secure the Senior Credit Facility. Buhrmann can on occasion obtain consent from its lenders to amend certain terms and conditions of the Senior Credit Facility, which may involve additional fees.

8¹/4% Senior Subordinated Notes due 2014

        In June 2004, Buhrmann US Inc. issued $150 million in aggregate principal amount of 8¹/4% Senior Subordinated Notes due 2014 in a private placement. These bonds are unsecured obligations of Buhrmann US Inc., and are guaranteed by Buhrmann and certain of its subsidiaries. In September 2004, Buhrmann US Inc. filed a registration statement on Form F-4 with the SEC for $150 million in aggregate principal amount of the 2014 Notes, the terms of which were substantially identical to the unregistered bonds issued in June. The registration statement filed by Buhrmann US Inc. was an offer to exchange all of its outstanding unregistered 2014 Notes for the newly registered 2014 Notes. Pursuant to this exchange offer, which closed in October 2004, registered bonds were issued to certain existing holders in exchange for their unregistered bonds.

7-year Subordinated Convertible Bonds

        In addition to the Senior Credit Facility, in December 2003, Buhrmann issued its €115 million Subordinated Convertible Bonds, which are listed on the Amsterdam Stock Exchange. The Subordinated Convertible Bonds have a coupon of 2% which is payable annually on June 18 and is convertible into Buhrmann Ordinary Shares at a conversion price of €8.40 per Ordinary Share. The

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Subordinated Convertible Bonds must be redeemed on or before December 18, 2010. Buhrmann has the option to redeem the Subordinated Convertible Bonds after July 9, 2008 if the official closing price of Buhrmann's Ordinary Shares has been in excess of 150% of the conversion price for 20 trading days in a period of 30 trading days.

Accounts Receivable Securitization Program

        Buhrmann has an accounts receivable securitization program under which funds are raised by pledging accounts receivable from operating companies in the Netherlands and the United States as security for short-term and medium-term borrowings. The operating companies sell their accounts receivable to Buhrmann Silver SA and Buhrmann Silver US LLC, which in turn pledge the accounts receivable to third-party dedicated entities as security for short-term borrowings in the form of short term notes (Short Term Notes) and medium term notes (Medium Term Notes, and together with the Short Term Notes, the Term Notes). At December 31, 2004, accounts receivables of €239 million were pledged under this program. The program delivers funding at attractive rates and at the same time diversifies sources of capital and increases financial flexibility. Both receivables and borrowings related to this program are included in our consolidated balance sheet.

        The Short Term Notes are issued in U.S. dollars, reflecting the currency of the pledged receivables. The amount of Short Term Notes outstanding against the receivables pledged, fluctuates as a result of liquidity requirements, advance rates calculated and invoices outstanding. To ensure availability of re-financing for the notes, a back-up liquidity facility has been arranged. At December 31, 2004 and December 31, 2003, no Short Term Notes were issued or outstanding.

        In July 2002, Medium Term Notes in U.S. dollars and GBP were issued. As a consequence of the sale of the Paper Merchanting Division, the collateral for the Medium Term Notes denominated in GBP in the form of accounts receivables denominated in GBP generated by Paper Merchanting companies in the United Kingdom, no longer existed. The Medium Term Notes outstanding in GBP, amounting to GBP 107 million were therefore redeemed on November 25, 2003. At December 31, 2004, $100 million of Medium Term Notes were outstanding. The average interest margin, including issuers cost, is approximately 0.50% over LIBOR.

        The transactions relating to the accounts receivable securitization program are as follows:

        The Dutch Originators sell their receivables on a true sale basis to the European receivables warehouse: Buhrmann Silver SA. Buhrmann Silver SA (a wholly owned Buhrmann subsidiary) sells the receivables onward to the Silver Securitisation B.V. (the European Master Purchaser). Silver Securitisation B.V. is a separate company of which the shares are held by a Stichting (Dutch Foundation) which is controlled by a board independent from Buhrmann. Silver Securitisation B.V. holds the European receivables and issues notes (Buhrmann Notes) with the receivables as security to the investors in the Buhrmann Notes. Investors in the Buhrmann Notes are Rheingold no 11 Ltd (a Jersey company sponsored by Deutsche Bank AG) as Initial Buhrmann Term Note Purchaser and Silver Funding Ltd as MTN issuer. The shares of Silver Funding are held by the Silver Funding Charitable Trust which is controlled by a board that is independent from Buhrmann.

        In the United States the U.S. Originators sell their receivables to Buhrmann Silver US LLC (the U.S. Master Purchaser), which is a partnership with the U.S. Originators as partners. The U.S. Master Purchaser issues notes (Buhrmann U.S. Notes) to both the Initial Buhrmann Notes Purchaser and the MTN Issuer. The U.S. Master Purchaser and the European Master Purchaser have issued a cross guarantee on their respective receivables.

        With the Buhrmann Notes and Buhrmann U.S. Notes as collateral, Rheingold no 11 Ltd and Silver Funding Ltd raise funds in the market. Rheingold no 11 issues Short Term Notes in the form of commercial paper through the CP Issuer Rheingold Securitisation Ltd. Silver Funding Ltd issues

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Medium Term Notes, which are listed on the Luxembourg Stock Exchange, in U.S. dollars and euro. As the euro denominated notes have the U.S. dollars pool as their primary collateral, the Term Notes outstanding in euro have been swapped to U.S. dollars until maturity of the Term Notes.

        Buhrmann Stafdiensten B.V. (a Dutch Buhrmann company) services the program.

        The receivables sold by the Dutch Originators and the U.S. Originators to Buhrmann Silver SA and Buhrmann Silver US LLC are included in Buhrmann's consolidated balance sheet, both under Dutch GAAP and U.S. GAAP. Also the Buhrmann Notes issued by Silver Securitisation B.V. And the Buhrmann U.S. Notes issued by Buhrmann Silver US LLC are included in Buhrmann's consolidated balance sheet, both under Dutch GAAP and U.S. GAAP.

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DESCRIPTION OF THE NOTES

        Buhrmann US Inc. issued the old notes and will issue the exchange notes (collectively, the "Notes") under an indenture (the "Indenture") among itself, Buhrmann N.V. ("Parent"), the other Guarantors and The Bank of New York, as Trustee (the "Trustee"). The form and terms of the exchange notes are identical to those of the old notes in all material respects, except that the exchange notes will have been registered under the Securities Act. See "The Exchange Offer—Purpose and Effect."

        The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. We have filed a copy of the Indenture as an exhibit to the registration statement, which includes this prospectus. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). You can find definitions of certain capitalized terms used in this description under "—Certain Definitions."

        The Notes will be unsecured obligations of the Issuer, ranking subordinate in right of payment to all Senior Debt of the Issuer.

        The Issuer will issue the Notes in fully registered form in denominations of $1,000 and integral multiples thereof. The Trustee will initially act as Paying Agent and Registrar for the Notes. The Notes may be presented for registration or transfer and exchange at the offices of the Registrar. The Issuer may change any Paying Agent and Registrar without notice to holders of the Notes (the "Holders"). The Issuer will pay principal (and premium, if any) on the Notes at the Trustee's corporate office in New York, New York. At the Issuer's option, interest may be paid at the Trustee's corporate trust office or by check mailed to the registered address of Holders. Any Notes that remain outstanding after the completion of the Exchange Offer, together with the Exchange Notes issued in connection with the Exchange Offer, will be treated as a single class of securities under the Indenture.

Principal, Maturity and Interest

        The Notes are unlimited in aggregate principal amount, of which $150.0 million were issued by the Issuer on March 2, 2005. The Notes will mature on March 1, 2015. Additional Notes may be issued from time to time, subject to the limitations set forth under "Certain Covenants—Limitation on Incurrence of Additional Indebtedness." Interest on the Notes will accrue at the rate of 7⁷/8% per annum and will be payable semiannually in cash on each March 1 and September 1 commencing on September 1, 2005, to the persons who are registered Holders at the close of business on the February 15 and August 15 immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance.

        The Notes will not be entitled to the benefit of any mandatory sinking fund.

Redemption

        Optional Redemption.    Except as described below, the Notes are not redeemable before March 1, 2010. Thereafter, the Issuer may redeem the Notes at its option, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as percentages of the

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principal amount thereof) if redeemed during the twelve-month period commencing on March 1 of the year set forth below:

Year	Percentage
2010	103.938	%
2011	102.625	%
2012	101.313	%
2013 and thereafter	100.000	%

        In addition, the Issuer must pay accrued and unpaid interest on the Notes redeemed.

        Optional Redemption Upon Equity Offerings.    At any time, or from time to time, on or prior to March 1, 2008 the Issuer may, at its option, use the Net Cash Proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under the Indenture at a redemption price of 107.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1)

at least 65% of the principal amount of Notes issued under the Indenture remains outstanding immediately after any such redemption; and

(2)

the Issuer gives notice of such redemption not more than 60 days after the consummation of any such Equity Offering.

        Make-Whole Optional Redemption.    On or prior to March 1, 2010, the Issuer may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' prior notice to Holders, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

        Neither the Issuer nor the Parent is prohibited, however, from acquiring Notes by means other than a redemption, whether pursuant to an issuer tender offer or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

        Redemption of Notes for Changes in Withholding Taxes.    The Issuer may, at its option, redeem all, but not less than all, of the then outstanding Notes at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if at such time any non-U.S. Guarantor (as described below under "—Additional Amounts") is then making payments to the Holders of the Notes pursuant to its Guarantee of the Notes and as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of the Netherlands or any other jurisdiction where any non-U.S. Guarantor is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor person to such non-U.S. Guarantor, of the jurisdiction where such successor person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor person to such non-U.S. Guarantor, the date on which such successor person became such pursuant to applicable provision of the Indenture), that a non-U.S. Guarantor becomes or will become obligated to pay Additional Amounts (as described below under "—Additional Amounts") on the next date on which any amount would be payable with respect to its Guarantee of the Notes and such non-U.S. Guarantor determines in good faith that (x) such Additional Amounts would be material and (y) such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which

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payment is made (including by making the payment through the Issuer)) by the use of reasonable measures available to such non-U.S. Guarantor.

        No such notice of redemption may be given earlier than 90 days prior to the earliest date on which a non-U.S. Guarantor would be obligated to pay such Additional Amounts were a payment in respect of its Guarantee of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amount must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Issuer shall deliver to the Trustee (i) a certificate stating that the Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to elect to redeem have occurred and (ii) an opinion of counsel qualified under the laws of the relevant jurisdiction to the effect that the applicable non-U.S. Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

Additional Amounts

        All payments made by any Guarantor which is not formed or incorporated under the laws of the United States or any State thereof (each a "non-U.S. Guarantor") under or with respect to such non-U.S. Guarantor's Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of any Taxing Authority within the Netherlands, or within any other jurisdiction where such non-U.S. Guarantor is organized or engaged in business for tax purposes, unless such non-U.S. Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any non-U.S. Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within the Netherlands, or within any other jurisdiction where such non-U.S. Guarantor is organized or engaged in business for tax purposes (any of the aforementioned being a "Taxing Jurisdiction"), from any payment made under or with respect to the Guarantee of such non-U.S. Guarantor, such non-U.S. Guarantor will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each holder of Notes (including Additional Amounts) after such withholding or deduction will equal the amount the holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to:

(1)

any Tax imposed by the United States or by any political subdivision or taxing authority thereof or therein;



(2)

any Taxes that would not have been so imposed, deducted or withheld but for the existence of any connection between the Holder or beneficial owner of a Note (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Note);



(3)

any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to the last paragraph of this covenant;



(4)

any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Note;



(5)

any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on the Guarantee of such Note had (i) made a declaration of non-residence, or any other claim or filing for exemption,

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to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any other person through whom payment may be made that a declaration of nonresidence or other claim or Filing for exemption or such compliance is required to be made);

(6)

any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);



(7)

any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment, or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;



(8)

any note where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest payments or any law implementing or complying with, or introduced in order to conform to, that Directive; or



(9)

any combination of items (1) through (8) above.

        The foregoing provisions shall survive any termination or discharge of the Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to a non-U.S. Guarantor.

        Each applicable non-U.S. Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Each applicable non-U.S. Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to such non-U.S. Guarantor, such other documentation that provides reasonable evidence of such payment by such non-U.S. Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the paying agents, as applicable, upon request.

        At least 30 days prior to each date on which any payment under or with respect to any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in that case it shall be promptly paid thereafter, if any non-U.S. Guarantor will be obligated to pay Additional Amounts with respect to such payment, such non-U.S. Guarantor will deliver to the Trustee and the paying agent an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and paying agent to pay such Additional Amounts to Holders of such Notes on the payment date. Each officer's certificate shall be relied upon until receipt of a further officer's certificate addressing such matters.

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        Whenever in the Indenture or in this "Description of the Notes" there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

        The non-U.S. Guarantors will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of their respective Guarantees of the Notes, the Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States where any non-U.S. Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction where a paying agent is located, and the non-U.S. Guarantors will agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

Selection and Notice of Redemption

        In the event that the Issuer chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either:

(1)

in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or,



(2)

on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

        No Notes of a principal amount of $1,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Subordination

        The payment of all Obligations on or relating to the Notes is subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on Senior Debt of the Issuer (including all Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter incurred). Notwithstanding the foregoing, payments and distributions made from the trust established pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with the requirements described under "—Legal Defeasance and Covenant Defeasance" and did not violate the subordination provisions when they were made.

        The holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt before the Holders of Notes will be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes in the event of any distribution to creditors of the Issuer:

(1)

in a total or partial liquidation, dissolution or winding up of the Issuer;



(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its assets;



(3)

in an assignment for the benefit of creditors; or

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(4)

in any marshalling of the Issuer's assets and liabilities.

        The Issuer also may not make any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes or acquire any Notes for cash or assets or otherwise, other than payments and distributions made from the trust established pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" so long as the payments into the trust were made in accordance with the requirements described under "—Legal Defeasance and Covenant Defeasance" and did not violate the subordination provisions when they were made, if:

(1)

a payment default on any Senior Debt occurs and is continuing; or



(2)

any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Representative of any Designated Senior Debt.

        Payments on and distributions with respect to any Obligations on, or with respect to the Notes may and shall be resumed:

(1)

in the case of a payment default, upon the date on which all payment defaults are cured or waived; and



(2)

in case of a nonpayment default, the earliest of (x) the date on which all such nonpayment defaults are cured or waived, (y) 180 days after the date on which the applicable Payment Blockage Notice is received or (z) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

        No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

        No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending after the date of delivery of such initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

        The Issuer must promptly notify holders of Senior Debt if payment of the Notes is accelerated because of an Event of Default.

        As a result of the subordination provisions described above in the event of a bankruptcy, liquidation or reorganization of the Issuer, Holders of the Notes may recover less ratably than creditors of the Issuer who are holders of Senior Debt. See "Risk Factors—Risks Relating to the Notes—Your right to receive payments on the Notes is junior to our existing and future senior debt."

        After giving effect to the issuance of the old notes and the related transactions, on a pro forma basis, at December 31, 2004, the aggregate amount of Senior Debt outstanding would have been approximately €636 million, excluding an additional €65 million and $247 million of additional uncommitted borrowings available under the Credit Agreement and $180 million of additional committed borrowings available under the Credit Agreement.

Guarantees

        The Guarantors will jointly and severally guarantee, on a senior subordinated basis, the Issuer's obligations under the Indenture and the Notes. The Parent and its existing and future U.S. Subsidiaries

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and non-U.S. Subsidiaries that are guarantors or obligors under the Credit Agreement will be Guarantors; Receivables Subsidiaries are not Guarantors. See "Certain Definitions—Guarantors" for a list of the Guarantors. Each Guarantor will also jointly and severally guarantee, on a senior subordinated basis, the obligations of each other Guarantor under its Guarantee. Each Guarantee will be subordinated to Guarantor Senior Debt on the same basis as the Notes are subordinated to Senior Debt.

        The obligations of certain of the Subsidiary Guarantors are limited and the obligators of each Subsidiary Guarantor are subject to the application of fraudulent conveyance and other similar laws. See "Risk Factors—Risks Relating to the Notes—U.S. Federal, U.S. state, Dutch, Belgian and Luxembourg statutes allow courts, under specific circumstances, to void guarantees and required note holders to return payments received from guarantors". Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor. The Subsidiary Guarantors on the Issue Date accounted for approximately 68% of the consolidated assets of the Buhrmann Group as of December 31, 2004 and approximately 64% of consolidated revenues for the year ended December 31, 2004.

        Any Guarantee by a Restricted Subsidiary will be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:

(1)

any Transfer (including by consolidation or merger) to any Person which is not a Guarantor of all of the Capital Stock held by Parent or any Restricted Subsidiary in, or all or substantially all of the assets of, such Restricted Subsidiary made in compliance with the "Limitation on Asset Sales" covenant; or



(2)

the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the "Limitation on Restricted Payments" covenant and the definition of "Unrestricted Subsidiary"; or



(3)

the release of such Guarantor from its guarantee of the Credit Agreement.

Change of Control

        Upon the occurrence of a Change of Control, the Issuer must offer to purchase all of the Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of purchase.

        Within 35 days following the date upon which the Change of Control occurred, the Issuer must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders who tender their Notes in a Change of Control Offer must tender prior to the close of business on the third business day prior to the Change of Control Payment Date.

        Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Issuer covenants to:

(1)

(x) repay in full all Indebtedness, and terminate all commitments, under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or prohibit the consummation of the Change of Control Offer or (y) offer to repay in full all Indebtedness, and terminate all commitments, under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer; or

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(2)

obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided below.

        The Issuer shall first comply with the covenant in the immediately preceding paragraph before it shall be required to purchase Notes pursuant to the provisions described below. There can be no assurance that the Issuer will have sufficient funds available at the time of any Change of Control to repay such Senior Debt or that the Issuer will be able to obtain the requisite consents as required by such covenant. The Issuer's failure to comply with the covenant described in the immediately preceding paragraph may (with notice and lapse of time) constitute an Event of Default described in clause (3) but shall not constitute an Event of Default described in clause (2) under "—Events of Default" below.

        If a Change of Control Offer is made, there can be no assurance that the Issuer will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Issuer is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Issuer expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Issuer would be able to obtain such financing.

        The Change of Control provisions of the Indenture, as well as the restrictions in the Indenture described herein on the ability of Parent and its Restricted Subsidiaries to incur additional Indebtedness, to grant Liens on its assets, to make Restricted Payments and to make Asset Sales, may make more difficult or discourage a takeover of Parent, whether favored or opposed by the management of Parent. Consummation of any such transaction in certain circumstances may require redemption or purchase of the Notes, and there can be no assurance that the Issuer or the acquiring party will have sufficient financial resources to effect such redemption or purchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of Parent or any of its Subsidiaries by Parent's management. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Change of Control" provisions of the Indenture by virtue thereof.

        The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third-party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Certain Covenants

        The Indenture will contain, among others, the following covenants:

        Limitation on Incurrence of Additional Indebtedness.    Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness; provided that if no Default shall have occurred and be

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continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Issuer or any Guarantor may incur Indebtedness, and any Non-Guarantor Restricted Subsidiary may incur Acquired Indebtedness, in each case, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence of such Indebtedness and all other Indebtedness to be incurred on such date, the Consolidated Fixed Charge Coverage Ratio of Parent is greater than 2.0 to 1.0 (this proviso, the "Coverage Ratio Exception").

        The preceding paragraph shall not prohibit any of following:

(1)

Indebtedness under the Indenture, the Notes incurred on the Issue Date and the Guarantees;



(2)

Indebtedness of the Issuer or any Guarantor incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the aggregate of €490 million and $752 million;



(3)

other Indebtedness of Parent and its Restricted Subsidiaries outstanding on the Issue Date (after giving effect to the repurchase of Existing Notes tendered in the Debt Tender);



(4)

Interest Hedging Agreements entered into by the Parent or any Restricted Subsidiary for non-speculative purposes;



(5)

Currency/Commodity Hedging Agreements entered into by the Parent of any of its Restricted Subsidiaries in the ordinary course of business so long as any such Currency/Commodity Hedging Agreement is not speculative in nature and is (i) related to income derived from foreign sales or operations of the Parent or any Restricted Subsidiary or otherwise related to purchase permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Restricted Subsidiaries against fluctuations in the prices of raw materials unused in their business or (iii) entered into to protect the Parent or any of its Restricted Subsidiaries from exposure to adverse movements in foreign exchange;



(6)

Indebtedness of the Issuer or any Guarantor to the Issuer, any Guarantor or any Non-Guarantor Restricted Subsidiary; provided that (a) any such Indebtedness of the Issuer shall be subordinated, pursuant to a written agreement, to the Issuer's obligations under the Indenture and the Notes, (b) any such Indebtedness of any Guarantor to any Non-Guarantor Restricted Subsidiary shall be subordinated, pursuant to a written agreement, to such Guarantor's obligations under the Indenture and its Guarantee and (c) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person other than the Issuer or (other than in the case of Indebtedness owed by the Issuer) any Guarantor holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this clause (6);



(7)

Indebtedness of any Non-Guarantor Restricted Subsidiary to Parent or any Restricted Subsidiary; provided that (a) any such Indebtedness owed to the Issuer or any Guarantor shall be unsubordinated and (b) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person (other than the Issuer or any Guarantor) holds a Lien in respect of such Indebtedness, such Non-Guarantor Restricted Subsidiary shall be deemed to have incurred at such time Indebtedness not permitted by this clause (7);



(8)

obligations incurred in the ordinary course of business in respect of bank overdrafts and with respect to cash management and operating account arrangements, provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money and so long as all obligations arising in connection with such obligations are extinguished within five business days of the date when such obligations arise;

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(9)

Indebtedness in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business;



(10)

Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness incurred in the ordinary course of business, and Refinancings thereof, not to exceed $75.0 million at any one time outstanding;



(11)

any of Parent's Preference Shares B issued to Stichting B in accordance with the terms of Parent's Articles of Association as the terms of Parent's Preference Shares B thereunder are in effect on the date of the Indenture and in accordance with the put and call arrangements with Stichting B as in effect on the date of the Indenture or, in each case, as thereafter amended in a manner no less favorable to the Holders;



(12)

Indebtedness of a Receivables Subsidiary in a Qualified Receivables Transaction, which Indebtedness shall not be guaranteed by or otherwise recourse (other than pursuant to Standard Securitization Undertakings) to Parent or any of its Restricted Subsidiaries or any of their assets (other than such Receivables Subsidiary and its assets);



(13)

guarantees by the Issuer or any Guarantor of any Indebtedness of the Issuer or any Guarantor that was permitted to be incurred pursuant to the Indenture, substantially concurrently with such incurrence or at the time such Person becomes a Guarantor;



(14)

Indebtedness of the Issuer or any Guarantor payable to one or more sellers of any Person acquired by Parent or any Restricted Subsidiary, which Indebtedness shall be unsecured and subordinated, pursuant to a written agreement, to the Issuer's or such Guarantor's obligations under the Indenture and the Notes or such Guarantor's Guarantee, as the case may be, and Refinancings of such Indebtedness by the Issuer or any Guarantor, in an aggregate amount not to exceed $150.0 million at any one time outstanding;



(15)

Indebtedness in the form of guarantees of Indebtedness of the Australian Subsidiaries of the Parent made by the Issuer or any Guarantor to the extent permitted by the covenant entitled "Limitation on Restricted Payments";



(16)

Indebtedness not for borrowed money arising from agreements of Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Parent and its Restricted Subsidiaries in connection with such disposition;



(17)

Indebtedness consisting of guarantees of loans made by third parties to management for the purpose of permitting management to purchase Equity Interests of Parent, in an aggregate amount not to exceed $10.0 million at any one time outstanding;



(18)

Refinancing Indebtedness; and



(19)

additional Indebtedness in an aggregate principal amount not to exceed $150.0 million at any one time outstanding.

        For purposes of determining any particular amount of Indebtedness under this covenant, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the clauses (1) through (19) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, Parent shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in

150

any manner that complies with this covenant. Any (1) accrual of interest, (2) accretion or amortization of original issue discount, (3) payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, (4) payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests or (5) change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies, or (6) the reclassification of preferred stock or preference shares as Indebtedness due to a change in accounting principles will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity Interests for purposes of this covenant.

        Limitation on Restricted Payments.    Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Equity Interests of Parent) on or in respect of shares of Parent's Equity Interests to holders of such Equity Interests;



(2)

purchase, redeem or otherwise acquire or retire for value any Capital Stock of Parent or any warrants, options or other rights to purchase or acquire any such Capital Stock;



(3)

make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Issuer or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor's Guarantee; or



(4)

make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment");

if at the time of such Restricted Payment or immediately after giving effect thereto,

(i)

a Default shall have occurred and be continuing; or



(ii)

Parent is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or



(iii)

the aggregate amount of all Restricted Payments including such proposed Restricted Payment (other than any Restricted Payment pursuant to clause (5)(ii), (6), (7), (8), (9) or (10) in the last paragraph of this covenant) made subsequent to the March 31, 2004 (the amount expended for such purposes, if other than in cash, being the fair market value of such assets) shall exceed the sum of:



(w)

50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Parent from March 31, 2004 through the last day of the fiscal quarter ended immediately preceding the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus



(x)

100% of the aggregate Net Cash Proceeds or the fair market value of property received by Parent from any Person (other than a Subsidiary of Parent) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Equity Interests of Parent; plus



(y)

without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate Net Cash Proceeds or the fair market value of property of any equity contribution received by Parent (other than from a Subsidiary of Parent); plus

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(z)

without duplication, the sum of:



(1)

the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments;



(2)

the Net Cash Proceeds or the fair market value of property received by Parent or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of Parent); and



(3)

other than in the case of any redesignation of an Australian Subsidiary, upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary.

        Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph shall not prohibit:

(1)

the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;



(2)

the payment of dividends with respect to Parent's Preference Shares A or Preference Shares B in amounts not greater than the amounts, and not earlier than at the times, required by Parent's Articles of Association as the terms of the Parent's Preference Shares A or Preference Shares B thereunder, as the case may be, are in effect on the date of the Indenture or as thereafter amended in a manner no less favorable to the Holders; provided that, in the case of the Preference Shares B, such shares were issued in compliance with clause (11) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant;



(3)

the redemption by Parent of any of its Preference Shares B, at their issue price plus any accrued and unpaid dividends, which shares were issued pursuant to clause (11) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant;



(4)

the redemption by Parent of any of its Preference Shares C, at their issue price plus any accrued and unpaid dividends, out of the Net Cash Proceeds of the offering of the old notes;



(5)

any Restricted Payment either (i) solely in exchange for Qualified Equity Interests of Parent or (ii) through the application of Net Cash Proceeds of a substantially concurrent sale (other than to a Subsidiary of Parent) of Qualified Equity Interests of Parent;



(6)

payments on or the acquisition of any Indebtedness of the Issuer or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor's Guarantee either (i) solely in exchange for Qualified Equity Interests of Parent or (ii) through the application of Net Cash Proceeds of a substantially concurrent sale (other than to a Subsidiary of Parent) of (a) shares of Qualified Equity Interests of Parent or (b) Refinancing Indebtedness;



(7)

repayment of Indebtedness incurred pursuant to clause (6), (7) or (14) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant;



(8)

the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction;



(9)

payments in lieu of fractional shares in an amount not to exceed $200,000 in the aggregate per annum;

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(10)

the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the date of the Indenture; provided that, at the time of such issuance, the Issuer, after giving effect to such issuance on a pro forma basis, could incur an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception;



(11)

upon the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the Notes pursuant to the covenant described under "—Change of Control" (including the purchase of the Notes tendered), any purchase or redemption of subordinated Indebtedness or Capital Stock required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed the outstanding principal amount thereof, plus any accrued and unpaid interest; provided that (a) at the time of such purchase or redemption no Default shall have occurred and be continuing (or would result therefrom), and (b) the Issuer could incur an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception after giving pro forma effect to such Restricted Payment;



(12)

additional Restricted Payments in an aggregate amount not to exceed $150.0 million since the Issue Date; and



(13)

payments of dividends on Disqualified Equity Interests (to the extent constituting Preferred Stock) issued in accordance with "Limitation on Incurrence of Additional Indebtedness" above.

        provided that in the case of clause (2), (3), (4), (5), (6), (7) (with respect to Indebtedness of the Issuer referred to therein), (10), (11), (12) or (13) no Default shall have occurred and be continuing.

        Limitation on Liens.    Parent will not, and will not cause or permit any of the Guarantors to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any kind against or upon any assets of Parent or any of the Guarantors whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness (other than Senior Debt or Guarantor Senior Debt) or trade payables, unless:

(1)

in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes or the Guarantees, the Notes or the Guarantees, as the case may be, are secured by a Lien on such assets or proceeds that is senior in priority to such Liens; and



(2)

in all other cases, the Notes are at least equally and ratably secured except, for, in either case of clause (1) or (2):



(a)

Liens existing as of the date of the Indenture to the extent and in the manner such Liens are in effect on such date;



(b)

Liens securing the Notes and the Guarantees;



(c)

Liens in favor of Parent or any Restricted Subsidiary;



(d)

Liens on assets of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;



(e)

Liens securing Capitalized Lease Obligations and Purchase Money Indebtedness;



(f)

Liens securing Acquired Indebtedness incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant; provided that such Liens do not extend to or cover any assets of Parent or any Guarantor other than the assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of Parent or a Guarantor and are no more favorable to the lienholders than

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those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Parent or a Guarantor;

(g)

Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness secured by a Lien permitted under the Indenture and incurred in accordance with the provisions of the Indenture; provided that such Liens: (x) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (y) do not extend to or cover any assets of Parent or any Guarantor not securing the Indebtedness so Refinanced; and



(h)

Permitted Liens.

        Limitation on Asset Sales.    Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

Parent or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of;



(2)

at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and



(3)

upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:



(a)

to prepay any Senior Debt, Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;



(b)

to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by the "Limitation on Restricted Payments" covenant) (collectively, "Replacement Assets"); and/or



(c)

a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b).

        To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Issuer shall, on the 366th day, make an offer to purchase (a "Net Proceeds Offer"), not less than 30 nor more than 60 days following such 366th day, all outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to the Note Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph.

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        In the event that any other Indebtedness of the Issuer that ranks pari passu with the Notes or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor's Guarantee (Other Debt) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Issuer may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Notes is not less than the Note Portion of Unutilized Net Cash Proceeds. With respect to any Unutilized Net Cash Proceeds, the Issuer shall make the Net Proceeds Offer in respect thereof at the same time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Notes shall be the same as the purchase date in respect of such Other Debt.

        For purposes of this covenant, "Note Portion of Unutilized Net Cash Proceeds" means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Notes tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the "Note Amount") and the denominator of which is the sum of the Note Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

        With respect to any Net Proceeds Offer effected pursuant to this covenant, to the extent the aggregate principal amount of Notes tendered pursuant to such Net Proceeds Offer exceeds the Note Portion of Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Notes shall be purchased pro rata based on the aggregate principal amount of such Notes tendered by each Holder.

        To the extent the Note Portion of Unutilized Net Cash Proceeds exceeds the aggregate principal amount of Notes tendered by the Holders pursuant to such Net Proceeds Offer, the Issuer may retain and utilize any portion of the Note Portion of Unutilized Net Cash Proceeds not applied to purchase the Notes for any purpose consistent with the other terms of the Indenture, and such amounts shall thereafter not constitute Unutilized Net Cash Proceeds.

        At any time any non-cash consideration received by Parent or any of its Restricted Subsidiaries, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

        In the event of the Transfer of substantially all (but not all) of the assets of Parent and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under "—Merger, Consolidation and Sale of Assets," which transaction does not constitute a Change of Control, the successor or transferee corporation shall be deemed to have sold the assets of Parent and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such assets of Parent and its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

        For the purposes of clause (2) of the first paragraph of this covenant, the following will be deemed to be cash:

(a)

the assumption by the transferee of Indebtedness (other than Subordinated Indebtedness) of the Issuer or a Guarantor, or Indebtedness of any other Restricted Subsidiary and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale;

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(b)

securities, notes or other obligations received by the Parent or any Restricted Subsidiary of the Parent from the transferee that are promptly converted by the Parent or such Restricted Subsidiary into cash;



(c)

Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; and



(d)

consideration consisting of Indebtedness of the Parent or any Restricted Subsidiary which Indebtedness is either repaid in full or cancelled.

        Notwithstanding the first two paragraphs of this covenant, Parent or any of its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that:

(1)

at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and



(2)

such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by Parent or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds (to the extent received in the form of cash or Cash Equivalents) subject to the provisions of the first two paragraphs of this covenant.

        Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture.

        Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000. A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of the Indenture by virtue thereof.

        Limitations on Transactions with Affiliates.    Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any assets or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an "Affiliate Transaction"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Parent or such Restricted Subsidiary.

        All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets with a fair market value in excess of $10.0 million shall be approved by the Board of Directors of Parent or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent or any Restricted Subsidiary of Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than

156

$25.0 million, Parent or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion from an Independent Financial Advisor that (a) the terms thereof are no less favorable to the Relevant Party than the terms that might reasonably be obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Parent or such Restricted Subsidiary or (b) such transaction or series of related transactions are fair to the Relevant Party from a financial point of view, and file such opinion with the Trustee. "Relevant Party" means (x) in any transaction involving the Issuer or any Guarantor, the Issuer and the Guarantors involved and (y) in any other transaction, the Restricted Subsidiaries involved.

        The preceding two paragraphs shall not apply to:

(1)

reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries as determined in good faith by Parent's Board of Directors or senior management;



(2)

transactions exclusively between or among the Parent and/or one or more of its Restricted Subsidiaries;



(3)

transactions with Parent's Australian Subsidiaries in the ordinary course of business;



(4)

any agreement existing on the date of the Indenture or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as any such amendment or replacement agreement is no less favorable in any material respect to the Holders than the original agreement as in effect on the date of the Indenture;



(5)

Restricted Payments permitted by the "Limitation on Restricted Payments" covenant and Permitted Investments;



(6)

issuance or sale of Qualified Equity Interests of Parent;



(7)

transactions effected as part of a Qualified Receivables Transaction;



(8)

the existence of, or the performance by Parent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of the Indenture and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Parent or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of the Indenture shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of the Notes in any material respect; and



(9)

transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of the Indenture which are fair to Parent and its Restricted Subsidiaries in the reasonable determination of the Board of Directors of Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

        Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.    Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Parent to:

(1)

pay dividends or make any other distributions on or in respect of its Capital Stock;

157

(2)

make loans or advances or to pay any Indebtedness or other obligation owed to Parent or any of its other Restricted Subsidiaries; or



(3)

transfer any of its assets to Parent or any of its other Restricted Subsidiaries; except for such encumbrances or restrictions existing under or by reason of:



(a)

applicable law;



(b)

the Indenture;



(c)

customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of Parent;



(d)

any instrument existing at the time of acquisition of any Person so acquired and not entered into in connection with, or in anticipation or contemplation of, such Person being acquired, including those governing Acquired Indebtedness, which encumbrances or restrictions are not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired;



(e)

agreements existing on the date of the Indenture, including the Credit Agreement, to the extent and in the manner such encumbrances or restrictions are in effect on the date of the Indenture or as thereafter amended in a manner no less favorable to the Holders;



(f)

restrictions imposed by Indebtedness of the Issuer or any of the Guarantors ranking pari passu with the Notes or the Guarantees, as applicable; provided such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the Notes;



(g)

restrictions imposed by any Senior Debt incurred in accordance with the "Limitation on Additional Indebtedness" covenant; provided such restrictions are no more restrictive taken as a whole than those imposed by the Credit Agreement as of the Issue Date;



(h)

restrictions imposed by any agreement to sell assets or Equity Interests to any Person pending the closing of such sale relating to such assets or Equity Interests;



(i)

restrictions on transfer contained in Purchase Money Indebtedness incurred not in violation of the "Limitation on Incurrence of Additional Indebtedness" covenant; provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness;



(j)

Liens of the type described in clause (3) above incurred in accordance with the "Limitation on Liens" covenant;



(k)

customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of Parent or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages;



(l)

customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;



(m)

contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of any assets of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary;

158

(n)

Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; or



(o)

an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d), (e), (k) or (n) above; provided that the encumbrances or restrictions contained in any such Indebtedness are no less favorable to the Holders than the encumbrances or restrictions contained in agreements referred to in such clause (b), (d), (e), (k) or (n), as determined in good faith by the Board of Directors of Parent.

        Additional Subsidiary Guarantees.    If, after the date of the Indenture, (a) any Restricted Subsidiary becomes an obligor (whether as borrower or guarantor) under the Credit Agreement, or (b) any Unrestricted Subsidiary is redesignated a Restricted Subsidiary in accordance with the definition of "Unrestricted Subsidiary," and such Restricted Subsidiary is an obligor (whether as borrower or guarantor) under the Credit Agreement, then, in any such case, Parent shall cause such Restricted Subsidiary to:

(1)

Execute and deliver to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer's obligations under the Notes and the Indenture, and (ii) a notation of Guarantee; provided, however, that such Guarantor's Guarantee may contain limitations substantially consistent with any limitations contained in such Guarantor's guarantee of Indebtedness under the Credit Agreement; and



(2)

deliver to the Trustee one or more opinions of counsel that such supplemental indenture and such Guarantee (i) has been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) constitutes a valid and legally binding obligation of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms, subject, in the case of clause (ii), to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (b) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding in equity or at law) and (c) in the case of any Restricted Subsidiary organized outside of the United States, such other qualifications as are customary under the laws of its jurisdiction of organization.

        Notwithstanding the foregoing, (x) any Restricted Subsidiary that is not an obligor (whether as borrower or guarantor) with respect to the Credit Agreement shall not be required to become a Guarantor, (y) in the event that a Restricted Subsidiary is a borrower under the Credit Agreement but it is illegal under the laws of any jurisdiction outside the United States for such Restricted Subsidiary to execute an unconditional guarantee, such guarantee shall be limited to the extent that it would be allowed under applicable law and (z) in the event that it is illegal under the laws of any jurisdiction outside the United States for a Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary shall not be required to become a Guarantor.

        Limitation on Preferred Stock of Non-Guarantors.    Parent will not cause or permit any of its Restricted Subsidiaries that is not the Issuer or a Guarantor to issue any Preferred Stock (other than to the Issuer, Parent or a Wholly Owned Guarantor) or permit any Person (other than the Issuer, Parent or a Wholly Owned Guarantor) to own any Preferred Stock of any Restricted Subsidiary of Parent that is not the Issuer or a Guarantor.

        Prohibition on Incurrence of Senior Subordinated Debt.    Parent will not, and will not cause or permit the Issuer or any Restricted Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that

159

is senior in right of payment to the Notes or such Guarantor's Guarantee, as the case may be, and subordinate in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be.

        Reports to Holders.    Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, Parent will file with the Commission, and furnish, or caused to be furnished to, the Holders copies of:

(1)

all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-K and 10-Q (or successor forms) if Parent were required to file such reports (or Forms 20-F and 6-K (or successor forms) if Parent would qualify as a "foreign private issuer" as defined in Rule 405 under the Securities Act), which, in the case of annual reports, shall include a report thereon by Parent's certified independent accounts; and



(2)

all current reports that would be required to be filed with the Commission on Form 8-K (or successor form) if Parent were required to file such reports (or Form 6-K (or successor form) if Parent would qualify as a "foreign private issuer" as defined in Rule 405 under the Securities Act),

in each case within 15 days of the time periods specified for filing of such reports in the Commission's rules and regulations.

        In addition, for so long as any Notes remain outstanding, Parent will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Merger, Consolidation and Sale of Assets.    (A) Parent will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or Transfer (or cause or permit any Restricted Subsidiary of Parent to Transfer) all or substantially all of Parent's assets (determined on a consolidated basis for Parent and its Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless:

(1)

either:



(a)

Parent shall be the surviving or continuing corporation; or



(b)

the Person (if other than Parent) formed by such consolidation or into which Parent is merged or the Transferee of such assets (the "Parent Surviving Entity"):



(x)

shall be a corporation or limited liability company (or its equivalent thereof under foreign law) organized and validly existing under the laws of The Netherlands, England or the United States or any State thereof or the District of Columbia; and



(y)

shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of Parent on its Guarantee and the performance of every covenant of Parent's Guarantee, the Indenture and the Registration Rights Agreement on the part of Parent to be performed or observed;



(2)

unless such transaction is with a Wholly Owned Restricted Subsidiary immediately after giving effect to such transaction and the assumption contemplated by clause (A)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Parent or the Parent Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception;

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(3)

immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (A)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and



(4)

Parent or the Parent Surviving Entity shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        For purposes of the foregoing, the Transfer in a single transaction or series of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of Parent, the Capital Stock of which constitutes all or substantially all of the assets of Parent (determined on a consolidated basis for Parent and its Subsidiaries), shall be deemed to be the Transfer of all or substantially all of the assets of Parent.

        The Indenture will provide that upon any consolidation or merger where Parent is not the continuing corporation, or any Transfer of all or substantially all of the assets of Parent in accordance with the foregoing, the Parent Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, Parent under its Guarantee, the Indenture and the Registration Rights Agreement with the same effect as if such Parent Surviving Entity had been named as such.

(B)

The Issuer will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or Transfer (or cause or permit any Restricted Subsidiary of the Issuer to Transfer) all or substantially all of the Issuer's assets (determined on a consolidated basis for the Issuer and its Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless:

(1)

either:

(a)

the Issuer shall be the surviving or continuing corporation; or

(b)

the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Transferee of such assets (the "Issuer Surviving Entity"):

(x)

shall be a corporation or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

(y)

shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Issuer to be performed or observed;

(2)

unless such transaction is with Parent or a Wholly Owned Restricted Subsidiary immediately after giving effect to such transaction and the assumption contemplated by clause (B)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Parent could satisfy the provisions of paragraph (A)(2) above;

(3)

immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (B)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and

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(4)

the Issuer shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        For purposes of the foregoing, the Transfer in a single transaction or series of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes all or substantially all of the assets of the Issuer (determined on a consolidated basis for the Issuer and its Subsidiaries), shall be deemed to be the Transfer of all or substantially all of the assets of the Issuer.

        The Indenture will provide that upon any consolidation or merger where the Issuer is not the continuing corporation or any Transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, the Issuer Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, the Indenture and the Registration Rights Agreement with the same effect as if such Issuer Surviving Entity had been named as such.

(C)

No Guarantor (other than Parent) will, and Parent will not cause or permit any such Guarantor to, consolidate with or merge with or into any Person unless:

(1)

either:

(a)

such Guarantor shall be the surviving or continuing corporation; or

(b)

the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such Guarantor on its Guarantee and the performance of every covenant of such Guarantor's Guarantee, the Indenture and the Registration Rights Agreement on the part of such Guarantor to be performed or observed;

(2)

unless such transaction is with Parent or a Wholly Owned Restricted Subsidiary, immediately after giving effect to such transaction and the assumption contemplated by clause (C)(1)(b) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Parent could satisfy the provisions of paragraph (A)(2) above;

(3)

immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (C)(1)(b) above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and

(4)

Parent shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

The requirements of this paragraph (C) shall not apply to (x) a consolidation or merger of any Guarantor with and into the Issuer or any Guarantor, so long as the Issuer or a Guarantor survives such consolidation or merger, or (y) a Transfer of any Guarantor that complies with the provisions set forth in the "Limitation on Asset Sales" covenant.

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Events of Default

        The following events are defined in the Indenture as "Events of Default":

(1)

the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);



(2)

the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);



(3)

a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 60 days after Parent receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders (with a copy to the Trustee) of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the "Merger, Consolidation and Sale of Assets" covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);



(4)

the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of Parent or any of its Restricted Subsidiaries, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated (in each case with respect to which the 30-day period described above has elapsed), aggregates $25.0 million or more at any time;



(5)

one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against Parent, the Issuer or any of Parent's Significant Subsidiaries and such judgments remain undischarged, unpaid or unstated for a period of 60 days after such judgment or judgments become final and non-appealable;



(6)

certain events of bankruptcy affecting Parent, the Issuer or any of Parent's Significant Subsidiaries; or



(7)

(x) the Guarantee of Parent or any Significant Subsidiary ceases to be in full force and effect (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of the Indenture), is declared to be null and void and unenforceable or is found to be invalid, or (y) any Guarantor denies its liability under its Guarantee (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of the Indenture).

        If an Event of Default (other than an Event of Default specified in clause (6) above with respect to Parent or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same:

(x)

shall become immediately due and payable; or



(y)

if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the

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Credit Agreement or 5 business days after receipt by the Issuer and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

        If an Event of Default specified in clause (6) above with respect to Parent or the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

        The Indenture will provide that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

(1)

if the rescission would not conflict with any judgment or decree;



(2)

if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;



(3)

to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;



(4)

if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and



(5)

in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee shall have received an officers' certificate and an opinion of counsel that such Event of Default has been cured or waived.

        No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        The Holders of a majority in principal amount of the Notes may waive any existing Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

        Holders of the Notes may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have provided to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

        Under the Indenture, the Issuer is required to provide an officers' certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default) that has occurred and, if applicable, describe such Default and the status thereof.

        The Indenture will provide that if a Default occurs and is continuing and the Trustee receives actual notice of such Default, the Trustee shall mail to each Holder notice of the uncured Default within 60 days after such Default occurs; provided, however, that, except in the case of a Default in payment with respect to the Notes, the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders.

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Legal Defeasance and Covenant Defeasance

        Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (Legal Defeasance). Such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

(1)

the rights of Holders to receive, solely from the trust fund described below, payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;



(2)

the Issuer's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments held in trust;



(3)

the rights, powers, trust, duties and immunities of the Trustee and the Issuer's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the Indenture.

        In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and Parent and its Restricted Subsidiaries released with respect to certain covenants that are described in the Indenture (Covenant Defeasance) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;



(2)

in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:



(a)

the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or



(b)

since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in

165

the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture, the Credit Agreement or any other material agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound;



(5)

the Issuer shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Guarantor or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or any Guarantor or others;



(6)

the Issuer shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and



(7)

certain other customary conditions precedent are satisfied.

        Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

(1)

either:



(a)

all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or



(b)

(x) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable within one year or (iii) have been called for redemption and (y) the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;



(2)

the Issuer has paid all other sums payable under the Indenture by the Issuer; and



(3)

the Issuer has delivered to the Trustee an officers' certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

        All funds that remain unclaimed for one year will be paid to the Issuer, and thereafter Holders must look to the Issuer for payment as general creditors.

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Modification of the Indenture

        From time to time, the Issuer, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture for certain specified purposes, including curing ambiguities, defects or inconsistencies, so long as such change does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect. In formulating its opinion on such matters, the Trustee will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an opinion of counsel.

        Other modifications and amendments of the Indenture (including changes to the "Limitation on Asset Sales" covenant (including elimination thereof)) may be made with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture, except that:

(A)

without the consent of each Holder affected thereby, no amendment may:



(1)

reduce the amount of Notes whose Holders must consent to an amendment;



(2)

reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;



(3)

reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;



(4)

make any Notes payable in money other than that stated in the Notes;



(5)

make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults; or



(6)

modify or change any provision of the Indenture or the related definitions affecting the subordination or ranking of the Notes or any Guarantee in a manner which adversely affects the Holders.



(B)

without the consent of Holders of 75% of the aggregate principal amount of Notes outstanding no amendment may release Parent or any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

        No amendment of, or supplement or waiver to, the Indenture shall adversely affect the rights of any holder of Senior Debt or Guarantor Senior Debt under the subordination provisions of the Indenture, without the consent of such holder.

Governing Law

        The Indenture, the Notes and the Guarantees will be governed by and construed in accordance with the laws of the state of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law. Each of the Issuer and the Guarantors agrees to submit to the jurisdiction of any United States federal or New York State court located in the City of New York in any action or proceeding arising out of or relating to the Indenture, the Notes or the Guarantees.

The Trustee

        The Indenture will provide that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an

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Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

        The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payments of claims in certain cases or to realize on certain assets received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

        "Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at and prior to the time such Person becomes a Restricted Subsidiary of Parent or at the time it merges or consolidates with or into Parent or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person; provided that such Indebtedness shall not have been incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Parent or such acquisition, merger or consolidation.

        "Additional Interest" has the meaning given to such term in the Registration Rights Agreement.

        "Adjusted Net Assets" of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the assets of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities, but excluding liabilities under its Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under its Guarantee), excluding Indebtedness in respect of its Guarantee, as they become absolute and matured.

        "Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing.

        "Applicable Premium" means, with respect to any note on any redemption date, the greater of: (1) 1.0% of the principal amount of the Note; or (2) the excess of: (a) the present value at such redemption date of (i) the redemption price of the Note at March 1, 2010 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the Note through March 1, 2010 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater.

        "Asset Acquisition" means (1) an Investment by Parent or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into Parent or any Restricted Subsidiary, or (2) the acquisition by Parent or any Restricted Subsidiary of the assets of any Person (other than a Restricted Subsidiary) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other assets of such Person other than in the ordinary course of business.

168

        "Asset Sale" means any Transfer by Parent or any of its Restricted Subsidiaries of (x) any Equity Interests of any Restricted Subsidiary or (y) any other assets of Parent or any Restricted Subsidiary other than sales of inventory in the ordinary course of business; provided that the term "Asset Sale" shall not include any of the following:

(1)

any Transfer between or among Parent and/or one or more Restricted Subsidiaries;



(2)

any transaction or series of related transactions for which Parent and its Restricted Subsidiaries receive aggregate consideration of less than $15.0 million;



(3)

any Transfer covered by, and made in compliance with, the "Merger, Consolidation and Sale of Assets" covenant;



(4)

sales of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP and transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;



(5)

surrender or waiver of contract rights or settlement of claims;



(6)

Liens not prohibited by the Indenture;



(7)

the Transfer of Cash Equivalents;



(8)

any Transfer of damaged, worn-out or obsolete equipment in the ordinary course of business;



(9)

the lease or sublease of any real or personal property in the ordinary course of business;



(10)

the licensing of intellectual property in the ordinary course of business;



(11)

any Restricted Payment permitted by the "Limitation on Restricted Payments" covenant; and



(12)

Permitted Investments.

        "Australian Subsidiary" shall means Corporate Express Australia Ltd. (or any successor) or any of its Subsidiaries.

        "Bank Waiver" means the waiver of certain restrictions in the Credit Agreement, without which the issuance of the Notes would constitute a default under the Credit Agreement.

        "Board of Directors" means (1) with respect to Parent, (x) for purposes of the definitions of "Change of Control," "Continuing Directors" and "Independent Financial Advisor," its board of supervisory directors and (y) for all other purposes, its board of managing directors and (2) with respect to any other Person, the board of directors or similar governing body of such Person.

        "Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        "Capital Stock" means:

(1)

with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and



(2)

with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

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        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalents" means:

(1)

cash;



(2)

debt securities denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars, as applicable, to be issued or directly and fully guaranteed or insured by the government of a Participating Member State (on the Issue Date), the U.K., Switzerland, Canada or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security;



(3)

debt securities denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars which have not more than twelve months to final maturity, are not convertible into any other form of security, are rated P-1 by Moody's or A-1 by Standard & Poor's and are not issued or guaranteed by Parent or any of its Subsidiaries;



(4)

commercial paper denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least P-1 from Moody's and A-1 from Standard & Poor's;



(5)

certificate of deposit denominated in euro, pounds sterling, Swiss franc, Canadian dollars or U.S. dollars having not more than twelve months to maturity issued by a bank or financial institution incorporated or having a branch in a Participating Member State (on the Issue Date) in the United Kingdom, Switzerland, Canada or the United States, provided that the bank is rated P-1 by Moody's or A-1 by Standard & Poor's;



(6)

any cash deposit denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars with any commercial bank or other financial institution, in each case whose long-term unsecured, unsubordinated debt rating is a least Aa3 by Moody's or AA by Standard & Poor's;



(7)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (2) above entered into with any bank or financial institution meeting the qualifications specified in clause (6) above; and



(8)

investments in money market funds which invest substantially all their assets in securities of the types described in clauses (2) through (7) above.

        "Change of Control" means the occurrence of one or more of the following events (whether or not otherwise in compliance with the provisions of the Indenture):

(1)

any transaction (including any merger or consolidation) shall be consummated after which any Person or Group, together with any Affiliates thereof, shall become the owner, directly or indirectly, beneficially or of record, of Equity Interests representing 50% or more of the aggregate ordinary voting power of the Equity Interests of Parent; provided that (x) such ownership by Stichting B solely by reason of the issuance of Parent's Preference Shares B pursuant to clause (11) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant shall not result in a Change of Control under this clause (1) so long as Stichting B Continuing Directors shall not cease to constitute a majority of the executive committee of Stichting B and (y) ownership of record of Parent's Preference Shares A by Stichting A shall not result in a Change of Control under this clause (1) so long

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as the Stichting A Continuing Directors shall not cease to constitute a majority of the executive committee of Stichting A;

(2)

Parent shall cease to own, directly or indirectly, beneficially and of record, 100% of the Equity Interests of the Issuer;



(3)

the approval by the holders of Equity Interests of Parent of any plan or proposal for the liquidation or dissolution of Parent; or



(4)

Continuing Directors cease to constitute at least a majority of the Board of Directors of Parent.

        For purposes of this definition, "Group" means a group for purposes of Section 13(d) of the Exchange Act, and "beneficial" ownership has the meaning under Rule 13d-3 under the Exchange Act.

        "Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

        "Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of:

(1)

Consolidated Net Income; and



(2)

to the extent Consolidated Net Income has been reduced thereby:



(a)

all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business);



(b)

Consolidated Interest Expense;



(c)

Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period; and



(d)

cash dividends on Designated Preferred Stock for such period;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the "Four Quarter Period") ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1)

the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring at any time on or after the first day of the Four Quarter Period and on or prior to the

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Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(2)

any asset sales or other dispositions outside the ordinary course of business or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Indebtedness and also including any Consolidated EBITDA (including any Pro Forma Cost Savings) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring at any time on or after the first day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness) occurred on the first day of the Four Quarter Period.

        If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness. The foregoing adjustments shall be made with respect to any such incurrences, repayments, asset sales or other dispositions or Asset Acquisitions by any Person that becomes a Restricted Subsidiary, or any Restricted Subsidiary that ceases to be a Restricted Subsidiary, as the case may be, at any time on or after the first day of the Four Quarter Period and on or prior to the Transaction Date.

        Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio":

(1)

interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and



(2)

notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Hedging Agreements, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

(1)

Consolidated Interest Expense; plus



(2)

without duplication the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under the Indenture, its Restricted Subsidiaries (other than dividends paid in Qualified Equity Interests) paid during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated tax rate of such Person, expressed as a decimal.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication:

(1)

the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP including without limitation: (a) any amortization of debt discount; (b) the net costs under Interest Hedging

172

Agreements; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation (but excluding amortization or write-off of debt issuance costs); and

(2)

the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

        "Consolidated Leverage Ratio" with respect to any Person as of any date of determination means, the ratio of (1) consolidated Indebtedness of such person as of the end of the most recent fiscal quarter for which internal financial statements are available to (2) the aggregate amount of the Consolidated EBITDA of such Person during the four full fiscal quarters ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio for which financial statements are available, in each with such pro forma adjustments to consolidated Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

        "Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

(1)

after-tax gains and losses from Asset Sales (without regard to the exceptions in clauses (2) and (4) in the proviso of the definition thereof) or abandonments or reserves relating thereto;



(2)

after-tax items classified as extraordinary or nonrecurring gains or losses;



(3)

the net income (or loss) of any Person acquired in a "pooling of interests" transaction accrued prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person;



(4)

the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise;



(5)

the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;



(6)

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;



(7)

income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued but excluding Parent's information systems division);



(8)

the cumulative effect of a change in accounting principles;



(9)

one-time non-cash compensation charges; and



(10)

in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

provided further that any cash dividends on Designated Preferred Stock for such period shall decrease Consolidated Net Income.

        "Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries

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reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).

        "Continuing Director" means a director who either was a member of the Board of Directors of Parent on the Issue Date or who became a director of Parent subsequent to the Issue Date and whose election, or nomination for election by Parent's stockholders, was duly approved by a majority of the Continuing Directors then on the Board of Directors of Parent, either by a specific vote or by approval of the proxy statement issued by Parent on behalf of the entire Board of Directors of Parent in which such individual is named as nominee for director.

        "Credit Agreement" means the Credit Agreement dated as of December 23, 2003, between Parent, the Issuer, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank AG London, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of Parent as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

        "Currency/Commodity Hedging Agreement" means any agreement entered into between the Parent or any Restricted Subsidiary of the Parent and a bank or financial institution in respect of any currency swap agreements, commodity agreements or other similar agreements or arrangements.

        "Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

        "Designated Preferred Stock" means preferred stock that is so designated as Designated Preferred Stock, pursuant to officers' certificate executed by the principal executive officer and the principal financial officer of the Issuer, on the issuance date thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in clause (iii) of the first paragraph of the "Limitation on Restricted Payments" covenant and are not used for purposes of clause (4) or (5) of the second paragraph thereof.

        "Designated Senior Debt" means (1) Indebtedness under or in respect of the Credit Agreement and (2) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal amount of at least $25.0 million and is specifically designated in the instrument evidencing such Senior Debt as "Designated Senior Debt" by Parent.

        "Disqualified Equity Interests" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the

174

occurrence of a Change of Control) on or prior to date which 91 days after the final maturity date of the Notes.

        "Equity Interests" means, with respect to any Person, the Capital Stock of such Person, any warrants, options or other options to purchase or acquire such Capital Stock and any securities convertible into or exchangeable for such Capital Stock.

        "Equity Offering" means any issuance and sale of Qualified Equity Interests of Parent.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

        "fair market value" means, with respect to any asset, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value (other than of any asset with a public trading market) in excess of $10.0 million shall be determined by the Board of Directors of Parent acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of Parent delivered to the Trustee. For purposes of the "Limitation on Restricted Payments" covenant, fair market value (other than of any asset with a public trading market) in excess of $25.0 million shall be determined by an Independent Financial Advisor.

        "GAAP" means generally accepted accounting principles in the Netherlands as consistently applied by Parent for all applicable periods, which are in effect as of the Issue Date. At any time after the Issue Date, the Parent, if required by applicable law to adopt International Financial Reporting Standards (IFRS), may elect to apply for all purposes of the Indenture IFRS, in lieu of GAAP, and, upon any such election, references therein to GAAP shall be construed to mean IFRS, provided that (1) any such election once made shall be irrevocable, (2) all financial statements and reports required to be provided, after such election, pursuant to the Indenture shall be prepared on the basis of IFRS and (3) from and after such election, all ratios, computations and other determinations based on GAAP contained in the Indenture shall be computed in conformity with IFRS.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the Issuer's option.

        "Guarantee" means a guarantee by a Guarantor pursuant to the provisions of the Indenture of (x) the Issuer's obligations under the Indenture and the Notes and (y) each other such guarantee.

        "Guarantor Senior Debt" means, with respect to any Guarantor: the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of a Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, "Guarantor Senior Debt" shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

(x)

all monetary obligations (including guarantees thereof) of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations

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to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof);

(y)

all Interest Hedging Agreements (and guarantees thereof); and



(z)

all obligations (and guarantees thereof) under Currency/Commodity Hedging Agreements;

        in each case whether outstanding on the Issue Date or thereafter incurred. Without limiting the foregoing, "Guarantor Senior Debt" shall include any of the foregoing under any guarantee of the Credit Agreement that is not found enforceable under the laws of Germany.

        Notwithstanding the foregoing, "Guarantor Senior Debt" shall not include:

(1)

any Indebtedness of such Guarantor to Parent or any of its Subsidiaries;



(2)

Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation);



(3)

obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;



(4)

Indebtedness represented by Disqualified Equity Interests;



(5)

any liability for taxes owed or owing by such Guarantor;



(6)

that portion of any Indebtedness incurred in violation of the "Limitation on Incurrence of Additional Indebtedness" covenant (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (6) if the holder(s) of such obligation or their representative shall have received an officers' certificate of the Issuer to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);



(7)

Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and



(8)

any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor (including, without limitation, guarantees of the 2014 Notes).

        "Guarantors" means: (1) Parent, (2) ASAP Software Express, Inc., BTOP USA Corp., BTOPI Holding (U.S.), Buhrmann Swaps, Inc., Corporate Express Document & Print Management, Inc., Corporate Express Office Products, Inc., CE Philadelphia Real Estate, Inc., Corporate Express Promotional Marketing, Inc., Corporate Express of Texas, Inc., Corporate Express, Inc., License Technologies Group, Inc., Buhrmann Financieringen B.V., Buhrmann Fined B.V., Buhrmann II B.V., Buhrmann International B.V., Buhrmann Nederland B.V., Buhrmann Nederland Holding B.V., Tetterode-Nederland B.V., Veenman B.V. (formerly known as Corporate Express Document Automatisering B.V.), Buhrmann Office Products Nederland B.V., Buhrmann Europcenter N.V., Buhrmann Luxembourg S.àr.l. and (3) each Restricted Subsidiary of Parent that, after the date of the Indenture, executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

        "Indebtedness" means with respect to any Person, without duplication:

(1)

all indebtedness of such Person for borrowed money;

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(2)

all indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;



(3)

all Capitalized Lease Obligations of such Person;



(4)

all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);



(5)

all obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction;



(6)

guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below, other than Standard Securitization Undertakings;



(7)

all obligations of any other Person of the type referred to in clauses (1) through (6) that are secured by any Lien on any asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such asset or the amount of the Obligation so secured;



(8)

all obligations under Currency/Commodity Hedging Agreements, Interest Hedging Agreements and other hedging arrangements of such Person; and



(9)

all Disqualified Equity Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Equity Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

        The amount of any Indebtedness outstanding as of any date will be the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and the principal amount of the Indebtedness, in the case of any other Indebtedness. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Equity Interests which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Equity Interests, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Equity Interests.

        "Independent Financial Advisor" means a firm: (1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in Parent; and (2) which, in the judgment of the Board of Directors of Parent, is otherwise independent and qualified to perform the task for which it is to be engaged.

        "interest" means, with respect to the Notes, interest and any Additional Interest on the Notes.

        "Interest Hedging Agreement" means any agreement entered into between the Parent or a Restricted Subsidiary of the Parent and a bank or financial institution in respect of any interest rate swap, currency swap, foreign exchange contracts, cap, floor, collar or optional transaction or any other treasury transaction or any combination of it or any other transaction entered into in connection with protection against or benefit from fluctuating in any rate or price.

        "Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of

177

others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person. "Investment" shall exclude extensions of trade credit by Parent and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of Parent or such Restricted Subsidiary, as the case may be. If Parent or any Restricted Subsidiary of Parent sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of Parent such that, after giving effect to any such sale or disposition, Parent no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, Parent shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. Other than in the case of any designation of an Australian Subsidiary, upon designation of any Subsidiary as an Unrestricted Subsidiary in accordance with the definition thereof, Parent shall be deemed to have made an Investment equal to the fair market value of such Subsidiary at that time.

        "Issue Date" means the date of original issuance of the Notes.

        "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest), but not including any interests in accounts receivable and related assets conveyed by Parent or any of its Subsidiaries in connection with a Qualified Receivables Transaction.

        "Net Cash Proceeds" means

(A)

with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by Parent or any of its Restricted Subsidiaries from such Asset Sale, net of:



(1)

reasonable out-of-pocket fees and expenses relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);



(2)

taxes paid or payable with respect to such Asset Sale after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;



(3)

repayment of Indebtedness that is secured by the assets that are the subject of such Asset Sale; and



(4)

appropriate amounts to be provided by Parent or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by Parent or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and



(B)

with respect to any issuance and sale of Equity Interests or any capital contribution, the proceeds in the form of cash or Cash Equivalents received by Parent therefrom, net of out-of-pocket fees and expenses, including underwriting commissions and discounts and any other investment banking fees in respect thereof.

        "Non-Guarantor Restricted Subsidiary" means any Restricted Subsidiary that is not a Guarantor at the time of determination.

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        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness, and all guarantees of any of the foregoing.

        "Parent" means Buhrmann N.V., a Dutch limited liability company, and its successors.

        "Participating Member State" means each state so described in any European Monetary Union legislation.

        "Permitted Investments" means:

(1)

loans made pursuant to clause (6) or (7) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant;



(2)

Investments (other than loans) in the Issuer or any Guarantor or any Person that will become immediately after such Investment the Issuer or a Guarantor or that will merge or consolidate into the Issuer or a Guarantor;



(3)

Investments by the Parent or any Restricted Subsidiary in any Restricted Subsidiary;



(4)

investments in cash and Cash Equivalents;



(5)

loans and advances to employees and officers of Parent and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $10.0 million at any one time outstanding;



(6)

Interest Hedging Agreements in compliance with clause (4) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant and Currency/Commodity Hedging Agreements in compliance with clause (5) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant;



(7)

Investments in securities of trade creditors or customers received pursuant to any plan of organization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;



(8)

Investments made by Parent or any Restricted Subsidiary as a result of consideration received in an Asset Sale made in compliance with the "Limitation on Asset Sales" covenant;



(9)

any Investment by the Issuer or any Guarantor in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person, in each case in connection with a Qualified Receivables Transaction; provided that the foregoing Investment is in the form of a note that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual arrangements with entities that are not Affiliates entered into as part of a Qualified Receivables Transaction;



(10)

accounts receivable created or acquired in the ordinary course of business;



(11)

guarantees permitted by clause (13) of the second paragraph of the "Limitation on Incurrence of Additional Indebtedness" covenant;



(12)

Investments, payment for which consists exclusively of Qualified Equity Interests of Parent;



(13)

Investments in Unrestricted Subsidiaries made after the issue date of the 2014 Notes in an aggregate amount not to exceed $25.0 million at any one time outstanding;



(14)

Investments in Permitted Joint Ventures in an aggregate amount not to exceed $25.0 million at any one time outstanding; and



(15)

additional Investments not to exceed $75.0 million at any one time outstanding.

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        "Permitted Joint Venture" means an entity characterized as a joint venture (however structured) engaged in a business where Parent and its Subsidiaries are engaged on the date of the Indenture and where Parent or a Restricted Subsidiary (a) owns at least 20% of the ownership interest or (b) has the right to receive at least 20% of the profits or distributions; provided that such joint venture is not a Subsidiary.

        "Permitted Liens" means the following types of Liens:

(1)

Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which Parent or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;



(2)

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;



(3)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);



(4)

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(5)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;



(6)

Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Parent or any of its Restricted Subsidiaries, including rights of offset and set-off; and



(7)

bankers' liens, rights of setoff and other similar liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by Parent or any of its Restricted Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness.

        "Person" means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

        "Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

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        "Pro Forma Cost Savings" means, with respect to any period, the reduction in costs that occurred during the Four Quarter Period that were (1) directly attributable to an Asset Acquisition and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the date of the Indenture or (2) implemented by the business that was the subject of any such Asset Acquisition within one year of the date of the Asset Acquisition and that are supportable and quantifiable by the underlying accounting records of such business, as if, in the case of each of clauses (1) and (2), all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses (except to the extent capitalized on Parent's consolidated balance sheet) incurred or to be incurred during the Four Quarter Period in order to achieve such reduction in costs.

        "Purchase Money Indebtedness" means Indebtedness of Parent and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets).

        "Qualified Equity Interests" means any Equity Interests other than (1) any Disqualified Equity Interests and (2) any debt securities convertible into or exchangeable for Capital Stock.

        "Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by the Issuer, any Guarantor or any Receivables Subsidiary pursuant to which the Issuer, any Guarantor or any Receivables Subsidiary may sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (a) a Receivables Subsidiary (in the case of a transfer or encumbrancing by the Issuer or any Guarantor) and (b) any other Person (solely in the case of a transfer or encumbrancing by a Receivables Subsidiary), solely accounts receivable (whether now existing or arising in the future) of the Issuer or any Guarantor which arose in the ordinary course of business of the Issuer or any Guarantor, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

        "Receivables Subsidiary" means a Wholly Owned Restricted Subsidiary of Parent which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of Parent (as provided below) as a Receivables Subsidiary (a) no portion of any Indebtedness or any other obligations (contingent or otherwise) of which, directly or indirectly, contingently or otherwise, (1) is guaranteed by Parent or any other Subsidiary of Parent (excluding Standard Securitization Undertakings), (2) is recourse to or obligates Parent or any other Subsidiary of Parent in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of Parent or any other Subsidiary of Parent to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither Parent nor any other Subsidiary of Parent has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions or those related to the remitting of the proceeds received from a Qualified Receivables Transaction by such Wholly Owned Restricted Subsidiary to the Parent or one or more Guarantors in the form of payments by such Wholly Owned Restricted Subsidiary of the purchase price of accounts receivables acquired from the Parent or any Guarantor, and (c) with which neither Parent nor any other Subsidiary of Parent has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary's financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of Parent shall be evidenced to the Trustee by the filing with the Trustee a board resolution of the Board of Directors of Parent giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions.

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        "Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

        "Refinancing Indebtedness" means any Refinancing by Parent or any Restricted Subsidiary of Parent of Indebtedness incurred in accordance with clause (1) or (3) of the second paragraph under the "Limitation on Incurrence of Additional Indebtedness" covenant or pursuant to the Coverage Ratio Exception, in each case, that does not:

(1)

result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by Parent in connection with such Refinancing); or



(2)

create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) no Subsidiary of the Issuer that is not an obligor with respect to such Indebtedness being Refinanced shall be an obligor with respect to such Refinancing Indebtedness and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes or the Guarantees, then such Refinancing Indebtedness shall be subordinate to the Notes or the Guarantees, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

        "Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt.

        "Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary. Unless otherwise indicated, references to Restricted Subsidiaries shall be to Restricted Subsidiaries of Parent, including the Issuer.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to Parent or a Restricted Subsidiary of any assets, whether owned by Parent or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by Parent or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such assets.

        "Securities Act" means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

        "Senior Debt" means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of the Issuer, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Notes. Without limiting the generality of the foregoing, "Senior Debt" shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the

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documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

(1)

all monetary obligations of every nature of the Issuer under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof);



(2)

all Interest Hedging Agreements (and guarantees thereof); and



(3)

all obligations (and guarantees thereof) under Currency/Commodity Hedging Agreements;

in each case whether outstanding on the Issue Date or thereafter incurred.

        Notwithstanding the foregoing, "Senior Debt" shall not include:

(1)

any Indebtedness of the Issuer to Parent or any of its Subsidiaries;



(2)

Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Parent or any of its Subsidiaries (including, without limitation, amounts owed for compensation);



(3)

obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;



(4)

Indebtedness represented by Disqualified Equity Interests;



(5)

any liability for taxes owed or owing by the Issuer;



(6)

that portion of any Indebtedness incurred in violation of the "Limitation on Incurrence of Additional Indebtedness" covenant (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (6) if the holder(s) of such obligation or their representative shall have received an officers' certificate of the Issuer to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);



(7)

Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Issuer; and



(8)

any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Issuer (including, without limitation, the 2014 Notes).

        "Significant Subsidiary", means (a) any Restricted Subsidiary of Parent that satisfies the criteria for a "significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act or (b) any one or more Restricted Subsidiaries of Parent that (1) are not otherwise Significant Subsidiaries, (2) as to which any event described in clause (5), (6) or (7) under "—Events of Default" has occurred and is continuing and (3) would together constitute a Significant Subsidiary under clause (a) of this definition.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Issuer or any Guarantor which are reasonably customary in an accounts receivable securitization transaction.

        "Stichting A" means Stichting Administratiekantoor Preferente Aandelen Buhrmann N.V. and its successors.

        "Stichting A Continuing Director" means a member of the executive committee of Stichting A on the Issue Date or who became a member of such executive committee subsequent to the Issue Date

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and who was appointed by a majority of the Stichting A Continuing Directors then on the executive committee of Stichting A.

        "Stichting B" means Stichting Preferente Aandelen Buhrmann N.V. and its successors.

        "Stichting B Continuing Director" means a member of the executive committee of Stichting B on the Issue Date or who became a member of such executive committee subsequent to the Issue Date and who was appointed by a majority of the Stichting B Continuing Directors then on the executive committee of Stichting B.

        "Subsidiary", with respect to any Person, means:

(1)

any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or



(2)

any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

        "Subsidiary Guarantor" means any Guarantor other than any direct or indirect parent company of the Issuer.

        "Tax" means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

        "Taxing Authority" means any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

        "Total Assets" means the total assets of Parent and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recently available consolidated balance sheet of Parent.

        "Transfer" means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, including by Sale and Leaseback Transaction, consolidation, merger or otherwise.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 1, 2010; provided, however, that if the period from the redemption date to March 1, 2010, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Unrestricted Subsidiary" of any Person means:

(1)

any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and



(2)

any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors may designate any Subsidiary of Parent (including any newly acquired or newly formed Subsidiary but excluding the Issuer) to be an Unrestricted Subsidiary unless such

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Subsidiary owns any Capital Stock of, or owns or holds any Lien on any assets of, Parent or any other Subsidiary of Parent that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(1)

Parent certifies to the Trustee that such designation complies with the "Limitation on Restricted Payments" covenant; provided, however, that the Australian Subsidiaries may be designated as Unrestricted Subsidiaries without complying with such covenant if, after giving pro forma effect to such designation, the Parent is able to incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and



(2)

each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Parent or any of its Restricted Subsidiaries; provided, however, that Parent and its Restricted Subsidiaries may guarantee Indebtedness incurred by Unrestricted Subsidiaries to the extent permitted by the covenant entitled "Limitation on Restricted Payments."

        The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

(1)

immediately after giving effect to such designation, Parent is able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and



(2)

immediately before and immediately after giving effect to such designation, no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

        As of the Issue Date, none of the Parent's Subsidiaries will be designated as Unrestricted Subsidiaries.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

        "Wholly Owned Guarantor" means any Guarantor that is a Wholly Owned Restricted Subsidiary of Parent.

        "Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

        "Wholly Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a foreign Subsidiary, directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

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REGISTRATION RIGHTS

        We have filed a registration statement to comply with our obligations under the registration rights agreement to register the issuance of the exchange notes. See "The Exchange Offer."

THE EXCHANGE OFFER

Purpose and Effect

        Concurrently with the sale of the old notes on March 2, 2005, we entered into a registration rights agreement with the initial purchasers of the old notes, which requires us to file the registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must cause the registration statement to be declared effective within 180 days of the issue date of the old notes.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the old notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain liquidated damages on the old notes provided in the registration rights agreement. Following the completion of the exchange offer, holders of old notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the old notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the old notes could be adversely affected upon consummation of the exchange offer. See "Risk Factors—If you do not properly tender your old notes, your ability to transfer your old notes will be adversely affected."

        In order to participate in the exchange offer, a holder must represent to us, among other things, that:

•

the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder;



•

the holder is not engaging in and does not intend to engage in a distribution of the exchange notes;



•

the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes;



•

the holder is not an "affiliate," as defined under Rule 405 under the Securities Act, of the Issuer or any guarantor; and



•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of such exchange notes.

        Under certain circumstances specified in the registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offer in connection with the old notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the SEC's staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the

186

exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

is an "affiliate" of the Issuer or any guarantor within the meaning of Rule 405 under the Securities Act;



•

is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;



•

acquired the exchange notes other than in the ordinary course of the holder's business; or



•

has an arrangement with any person to engage in the distribution of the exchange notes.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Broker-dealers who acquired old notes directly from us and not as a result of market making activities or other trading activities may not rely on the staff's interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the old notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                    , 2005, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.

        The exchange notes will evidence the same debt as the old notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the old notes.

        As of the date of this prospectus, $150.0 million in aggregate principal amount of the old notes were outstanding, and there was one registered holder, a nominee of the Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We will be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice thereof to The Bank of New York, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, certificates for any such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes as promptly as practicable after the expiration date unless the exchange offer is extended.

        Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with

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respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on                    , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

•

to delay accepting any old notes, to extend the exchange offer or, if any of the conditions set forth under "—Conditions to the Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or



•

to amend the terms of the exchange offer in any manner.

        In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Procedures for Tendering

        Only a holder of old notes may tender the old notes in the exchange offer. Except as set forth under "—Book-Entry Transfer," to tender in the exchange offer a holder must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

•

certificates for the old notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date, or



•

a timely confirmation of a book-entry transfer, or a book-entry confirmation, of the old notes, if that procedure is available, into the exchange agent's account at The Depository Trust Company, which we refer to as the book-entry transfer facility, following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date, or you must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the letter of transmittal and other required documents must be received by the exchange agent at the address set forth under "—Exchange Agent" prior to the expiration date.

        Your tender, if not withdrawn prior to 5:00 p.m., New York City time, on the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you.

        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial

188

owner wishes to tender on its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner's old notes, either make appropriate arrangements to register ownership of the old notes in the beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act unless old notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instruction" or "Special Delivery Instructions" on the letter of transmittal, or



•

for the account of an eligible guarantor institution.

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed in the letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder's name appears on the old notes.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        By tendering, you will be representing to us that, among other things:

•

the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the registered holder;

189

•

you are not engaging in and do not intend to engage in a distribution of the exchange notes;



•

if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes;



•

you do not have an arrangement or understanding with any person to participate in the distribution of such exchange notes; and



•

you are not an "affiliate," as defined under Rule 405 of the Securities Act, of the Issuer..

        In all cases, issuance of exchange notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent's account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility according to the book-entry transfer procedures described below, those non-exchanged old notes will be credited to an account maintained with that book-entry transfer facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where those old notes were acquired by such broker-dealer as a result of market- making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of old notes being tendered by causing the book-entry transfer facility to transfer such old notes into the exchange agent's account at the book-entry transfer facility in accordance with that book-entry transfer facility's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under "—Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program, or ATOP, is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through ATOP, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender old notes through ATOP, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository

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Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

        If a registered holder of the old notes desires to tender old notes and the old notes are not immediately available, or time will not permit that holder's old notes or other required documents to reach the exchange agent prior to 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible guarantor institution;



•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from that eligible guarantor institution a properly completed and duly executed letter of transmittal or a facsimile of a duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of old notes and the amount of the old notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three New York Stock Exchange, Inc., or NYSE, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by the eligible guarantor institution with the exchange agent; and



•

the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of old notes to be effective, a written or, for The Depository Trust Company participants, electronic ATOP transmission, notice of withdrawal, must be received by the exchange agent at its address set forth under "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the old notes to be withdrawn, whom we refer to as the depositor;



•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender; and



•

specify the name in which any such old notes are to be registered, if different from that of the depositor.

        All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange, but which are not exchanged for any reason, will be returned to the holder of those old notes without cost to that holder as soon as

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practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures under "—Procedures for Tendering" at any time on or prior to the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time before the acceptance of those old notes for exchange or the exchange of the exchange notes for those old notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. The Bank of New York has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Facsimile (Eligible Institutions Only):	By Mail, Hand or Overnight Delivery:
Attention: Reorganization Unit—7E    Confirmation by Telephone:	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—Floor 7E New York, NY 10286    Attention:

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees And Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

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Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those old notes.

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BOOK-ENTRY, DELIVERY AND FORM

        The exchange notes will be issued in the form of one or more fully registered notes in global form ("Global Notes"). Ownership of beneficial interests in the Global Notes will be limited to persons who have accounts with The Depository Trust Company ("participants") or persons who hold interests through participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by The Depository Trust Company ("DTC") or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

        So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Notes for all purposes under the Indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the Indenture.

        Payments of the principal of, premium (if any), interest (including Additional Interest) on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Issuer, the Trustee or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

        The Issuer expects that DTC or its nominee, upon receipt of any payment of principal, premium, if any, interest (including Additional Interest) on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. The Issuer also expects that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same day funds. If a holder requires physical delivery of a Certificated Security for any reason, including to sell exchange notes to persons in states which require physical delivery of the exchange notes, or to pledge such securities, such holder must transfer its interest in a Global Note, in accordance with the normal procedures of DTC and with the procedures set forth in the Indenture.

        DTC has advised the Issuer that it will take any action permitted to be taken by a holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Indenture, DTC will exchange the Global Notes for Certificated Securities, which it will distribute to its participants.

        DTC has advised the Issuer as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the Exchange Act). DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include

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securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (indirect participants).

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Note among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither the Issuer nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

        Certificated Securities shall be issued in exchange for beneficial interests in the Global Notes (i) if requested by a holder of such interests or (ii) if DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by the Issuer within 90 days.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer which requests it in the letter of transmittal, for use in connection with any such resale.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the old notes (including any broker-dealers) against certain types of liabilities, including liabilities under the Securities Act.

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MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS

        The following discussion is a summary of the material United States federal income tax consequences relevant to the exchange of the old notes pursuant to this exchange offer and the ownership and disposition of the exchange notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), United States Treasury Regulations issued thereunder, Internal Revenue Service (IRS) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the Notes. This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as banks, financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, partnerships or other pass-through entities, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the Notes as part of a "straddle," "hedge," "conversion transaction" or other integrated transaction. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. The discussion deals only with notes held as "capital assets" within the meaning of Section 1221 of the Code.

        No rulings from the IRS have or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Notes or that any such position would not be sustained. If a partnership or other entity taxable as a partnership holds the Notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences.

Holders of the Notes should consult their own tax advisors with regard to the tax consequences of the exchange of the old notes for the exchange notes and of holding and disposing of the exchange notes, including the United States federal, state, local, and other tax consequences and potential changes in the tax laws.

Federal Income Tax Consequences of the Exchange Offer

        The exchange of the old notes for otherwise identical debt securities registered under the Securities Act pursuant to the Exchange Offer should not constitute a taxable exchange. As a result, (1) a U.S. Holder should not recognize a taxable gain or loss as a result of exchanging such holder's old notes for the exchange notes; (2) the holding period of the exchange notes should include the holding period of the old notes exchanged therefor; and (3) the adjusted tax basis of the exchange notes should be the same as the adjusted tax basis of the old notes exchanged therefor immediately before such exchange.

U.S. Holders

        As used herein, "U.S. Holder" means a beneficial owner of the notes who or that is or is treated for United States federal income tax purposes as:

•

an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;



•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or a political subdivision thereof;



•

an estate, the income of which is subject to United States federal income tax regardless of its source; or

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•

a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.

Interest

        Payments of stated interest on the Notes generally will be taxable to a U.S. Holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. Holder's method of accounting for United States federal income tax purposes. In certain circumstances the Issuer may be obligated to pay amounts in excess of stated interest or principal on the Notes. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a U.S. Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. The Issuer believes that the likelihood that it will be obligated to make any such payments is remote. Therefore, the Issuer does not intend to treat the potential payment of these amounts as part of the yield to maturity of any Notes. The Issuer's determination that these contingencies are remote is binding on a U.S. Holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. The Issuer's determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a U.S. Holder might be required to accrue income on its Notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a Note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a U.S. Holder. If any such amounts are in fact paid, U.S. Holders will be required to recognize such amounts as income.

Market Discount

        If a U.S. Holder acquires a Note at a cost that is less than the stated redemption price at maturity, the amount of such difference is treated as "market discount" for federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years until maturity (from the date of acquisition).

        Under the market discount rules of the Code, a U.S. Holder is required to treat any gain on the sale, exchange, retirement or other disposition of a Note as ordinary income to the extent of the accrued market discount that has not been previously included in income. Thus, principal payments and payments received upon the sale or exchange of a Note are treated as ordinary income to the extent of accrued market discount that has not been previously included in income. If a U.S. Holder disposes of a Note with market discount in certain otherwise nontaxable transactions, such holder may be required to include accrued market discount as ordinary income as if the holder had sold the Note at its then fair market value.

        In general, the amount of market discount that has accrued is determined on a ratable basis. A U.S. Holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a Note-by-Note basis and is irrevocable.

        With respect to Notes with market discount, a U.S. Holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry the Notes. A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all debt instruments that a U.S. Holder acquires on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the IRS.

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Amortizable Bond Premium

        In general, if a U.S. Holder purchases a Note for an amount in excess of the stated principal amount of the Note, such excess will constitute bond premium. A U.S. Holder generally may elect to amortize the premium over the remaining term of the Note on a constant yield method as an offset to interest when includible in income under such holder's regular accounting method. The Notes are subject to call provisions at the Issuer's option at various times, as described in this prospectus under "Description of Notes—Redemption". A U.S. Holder will calculate the amount of amortizable bond premium based on the amount payable at the applicable call date, but only if the use of the call date (in lieu of the stated maturity date) results in a smaller amortizable bond premium for the period ending on the call date. If the amortizable bond premium allocable to a year exceeds the amount of interest allocable to that year, the excess would be allowed as a deduction for that year but only to the extent of a holder's prior interest inclusions on the Note. If a U.S. Holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss such holder would otherwise recognize on disposition of the Note. An election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the election applies. The election may not be revoked without the consent of the IRS. U.S. Holders should consult their own tax advisor before making the election.

Sale or Other Taxable Disposition of the Notes

        A U.S. Holder will recognize gain or loss on the sale, exchange (other than for exchange notes pursuant to the Exchange Offer or a tax-free transaction), redemption, retirement or other taxable disposition of a Note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as interest) and the U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted basis in a note generally will be the U.S. Holder's cost therefor, less any principal payments received by such holder, increased by market discount previously included in income, if any, and reduced by any bond premium previously amortized. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss.

Backup Withholding

        A U.S. Holder may be subject to a backup withholding tax when such holder receives interest and principal payments on the Notes held or upon the proceeds received upon the sale or other disposition of such Notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A U.S. Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder:

•

fails to furnish its taxpayer identification number (TIN), which, for an individual, is ordinarily his or her social security number;



•

furnishes an incorrect TIN;



•

is notified by the IRS that it has failed to properly report payments of interest or dividends; or



•

fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the U.S. Holder that it is subject to backup withholding.

        U.S. Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a

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credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

Non-U.S. Holders

        A non-U.S. Holder is a beneficial owner of the Notes who is not a U.S. Holder or a U.S. domestic partnership or other entity treated as a U.S. Domestic partnership for United States federal income tax purposes.

Interest

        Interest paid to a non-U.S. Holder will not be subject to United States federal withholding tax of 30% (or, if applicable, a lower treaty rate) provided that:

•

such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of the classes of stock of the Issuer;



•

such holder is not a controlled foreign corporation that is related, directly or indirectly, to the Issuer through stock ownership and is not a bank that received such Notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;



•

such interest is not effectively connected with the conduct of a U.S. Trade or business by the non-U.S. Holder; and



•

either (1) the non-U.S. Holder certifies in a statement provided to the Issuer or the paying agent, under penalties of perjury, that it is not a "United States person" within the meaning of the Code and provides its name and address on a form W-8BEN, (2) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. Holder certifies to the Issuer or the paying agent under penalties of perjury that it, or the financial institution between it and the non-U.S. Holder, has received from the non-U.S. Holder a form W-8BEN, under penalties of perjury, that such holder is not a "United States person" and provides the Issuer or the paying agent with a copy of such statement or (3) the non-U.S. Holder holds its notes directly through a "qualified intermediary" and certain conditions are satisfied.

        Even if the above conditions are not met, a non-U.S. Holder may be entitled to a reduction in or an exemption from withholding tax on interest under a tax treaty between the United States and the non-U.S. Holder's country of residence. To claim such a reduction or exemption, a non-U.S. Holder must generally complete IRS Form W-8BEN and claim this exemption on the form. In some cases, a non-U.S. Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

        The certification requirements described above may require a non-U.S. Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its United States taxpayer identification number. Prospective investors should consult their tax advisors regarding the certification requirements for non-United States persons.

Sale or Other Taxable Disposition of the Notes

        A non-U.S. Holder will generally not be subject to United States federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a Note. However, a non-U.S. Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain

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other conditions are met, in which case such holder may have to pay a United States federal income tax of 30% (or, if applicable, a lower treaty rate) on such gain.

United States Trade or Business

        If interest or gain from a disposition of the Notes is effectively connected with a non-U.S. Holder's conduct of a United States trade or business, and, if an income tax treaty applies, the non-U.S. Holder maintains a United States "permanent establishment" to which the interest or gain is attributable, the non-U.S. Holder may be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a U.S. Holder. If interest income received with respect to the Notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of a Note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a Note or gain recognized on the disposition of a Note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

Backup Withholding and Information Reporting

        Backup withholding will not apply to payments of principal or interest made by the Company or the paying agent, in their capacities as such, to a non-U.S. Holder of a note if the holder meets the identification and certification requirements discussed above under "Non-U.S. Holders-Interest" for exemption from United States federal withholding tax. However, information reporting on IRS Form 1042-S may still apply with respect to interest payments. Payments of the proceeds from a disposition by a non-U.S. Holder of a Note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

•

a United States person;



•

a controlled foreign corporation for United States federal income tax purposes;



•

a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or



•

a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.

        Payment of the proceeds from a disposition by a non-U.S. Holder of a Note made to or through the United States office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding.

        Non-U.S. Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding, information reporting and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if the payor knows or has reasons to know that the certification may be false. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES

        Buhrmann NV is a public company with limited liability under the laws of the Netherlands. Some of its respective directors and executive officers are non-residents of the United States and a substantial portion of their assets and those of such persons are located outside the United States. As a result, you may not be able to effect service of process on such persons or Buhrmann NV within the United States or to enforce in the Netherlands judgments obtained in U.S. courts against them or Buhrmann NV based on civil liability provisions of the U.S. federal and state securities laws or other laws.

        Buhrmann Luxembourg S.à.r.l. is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand Duchy of Luxembourg. Some of its managers are non-residents of the United States and a substantial portion of its assets and those of such persons are located outside the United States. As a result, you may not be able to effect service of process on such persons or Buhrmann Luxembourg S.à.r.l. within the United States or to enforce in Luxembourg judgments obtained in U.S. courts against them or Buhrmann Luxembourg S.à.r.l. based on civil liability provisions of the U.S. federal and state securities laws or other laws.

        Buhrmann Europcenter N.V. is a Naamloze Vennootschap organized under the laws of Belgium. Some of its directors are non-residents of the United States and a substantial portion of its assets and those of such persons are located outside the United States. As a result, you may not be able to effect service of process on such persons or Buhrmann Europcenter N.V. within the United States or to enforce in Belgium judgments obtained in U.S. courts against them or Buhrmann Europcenter N.V. based on civil liability provisions of the U.S. federal and state securities laws or other laws.

        In connection with the offering of the old notes, Buhrmann NV and each other guarantor incorporated outside of the United States, a state thereof or the District of Columbia appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, as their agent for service of process in any suit, action or proceeding with respect to the notes, the subsidiary guarantees, the indenture governing the Notes, the purchase agreement with the initial purchaser and the registration rights agreement, and for actions under U.S. federal or state securities laws brought in any U.S. federal or state court located in the City of New York, Borough of Manhattan, and they will submit to such jurisdiction.

LEGAL MATTERS

        The validity of the securities offered hereby is being passed upon for us by Latham & Watkins, London, England and certain matters of local law relating to the guarantees are being passed upon for us by: the General Counsel and Company Secretary of Buhrmann NV, as to matters of Dutch law; the Senior Vice President and General Counsel of Corporate Express, Inc., as to matters of Colorado, Illinois, Missouri and Nebraska state law; Allen & Overy LLP Antwerp, as to matters of Belgian law; and Allen & Overy Luxembourg, as to matters of Luxembourg law, as set forth in and limited by their respective opinions filed as exhibits to the registration statement.

EXPERTS

        The financial statements as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 included in the Prospectus have been so included in reliance on the report of PricewaterhouseCoopers Accountants N.V., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

        We have filed with the Securities and Exchange Commission a registration statement on Form F-4 with respect to the securities we are offering. This prospectus incorporates by reference certain business

202

and financial information about us that is not included in or delivered with this document; it does not contain all the information contained in the registration statement, including any exhibits and schedules to the registration statement. You should refer to the registration statement including the exhibits and schedules, for further information about us and the securities we are offering. Statements we make in this prospectus about certain contracts or documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. You may obtain copies of the documents incorporated by reference in this prospectus, without charge, by writing us at the following address or calling us at the following telephone number:

Buhrmann NV
Hoogoorddreef 62
1101 BE Amsterdam ZO
The Netherlands
(011) 31-20-651 11 11

        In order to obtain timely delivery of this information you must request it no later than five business days before the expiration date of the exchange offer.

        In addition, copies of the annual reports on Form 20-F of Buhrmann NV and documents referred to therein are available for inspection upon request at the Buhrmann Corporate Centre at Hoogoorddreef 62, 1101 BE Amsterdam ZO, the Netherlands (tel. +31-20-651 11 11) and the SEC's public reference room located at 450 Fifth Street, NW, Washington DC, 20549. In addition, Buhrmann's SEC filings are also available through the SEC's website www.sec.gov.

203

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements:

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and to the Shareholders of Buhrmann N.V.

        In our opinion the accompanying consolidated balance sheets and the related consolidated statements of income, of cash flows and of group equity present fairly, in all material respects, the financial position of Buhrmann N.V. and its subsidiaries at December 31, 2004 and 2003 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the Netherlands. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the Netherlands and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        Accounting principles generally accepted in the Netherlands vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 34 to the consolidated financial statements.

PricewaterhouseCoopers Accountants N.V.

Amsterdam, the Netherlands,

February 22, 2005, except for Note 33,
for which the date is March 11, 2005

F-2

Buhrmann N.V.

Consolidated Statements of Income

for the years ended December 31, 2004, 2003 and 2002

	2004		2003		2002
	(In millions of €, except per share data)
Net sales	5,539		8,053		9,948
Costs of trade goods sold	(3,884	)	(5,933	)	(7,392	)
Other costs of sales	(179	)	(261	)	(303	)
Exceptional costs of sales (Note 4)	—		(5	)	—
Total costs of sales	(4,063	)	(6,199	)	(7,695	)
Added value	1,476		1,854		2,253
Labor costs (Note 5)	(889	)	(1,137	)	(1,330	)
Other operating costs (Note 6)	(292	)	(393	)	(467	)
Exceptional operating results (Note 7)	(5	)	56		—
Depreciation of tangible fixed assets and internally used software	(84	)	(104	)	(114	)
Amortization of goodwill	(45	)	(52	)	(70	)
Impairment of goodwill (Note 15)	—		(53	)	(573	)
Total operating costs	(1,315	)	(1,683	)	(2,554	)
Operating result	161		171		(301	)
Net financing costs	(68	)	(161	)	(199	)
Exceptional financing costs	(35	)	(96	)	—
Total financing costs (Note 8)	(103	)	(257	)	(199	)
Result from operations before taxes	58		(86	)	(500	)
Taxes on result from operations	13		(8	)	(18	)
Exceptional tax results	20		76		—
Total taxes (Note 10)	33		68		(18	)
Other financial results	—		1		16
Exceptional other financial results	6		(103	)	—
Total and other financial results (Note 9)	6		(102	)	16
Minority interests	(17	)	(14	)	(12	)
Exceptional minority interests	—		2		—
Total minority interests (Note 11)	(17	)	(12	)	(12	)
Net result from operations	80		(132	)	(514	)
Extraordinary result (after tax) (Note 12)	—		—		(74	)
Net result	80		(132	)	(588	)
Net result per Ordinary Share basic and fully diluted (Note 14)	0.32		(1.23	)	(4.70	)

The accompanying notes are an integral part of these Consolidated Financial Statements

F-3

Buhrmann N.V.

Consolidated Balance Sheets as of December 31, 2004 and 2003

(before appropriation of net result)

	December 31
	2004		2003
	(In millions of €)
ASSETS
Fixed assets
Intangible fixed assets (Note 15)	1,403		1,543
Tangible fixed assets (Note 16)	190		208
Financial fixed assets (Note 17)	384		421
	1,977		2,172
Current assets
Inventories of trade goods	422		423
Accounts receivable (Note 18)	731		736
Other receivables (Note 18)	197		201
Cash and deposits	154		145
	1,504		1,505
Total assets	3,481		3,677
GROUP EQUITY, PROVISIONS AND LIABILITIES
Group equity
Ordinary Shares (Note 21)	166		164
Preference Shares (Note 21)	64		64
Additional paid in capital (Note 21)	2,080		2,055
Retained earnings	(961	)	(705	)
Treasury shares	(10	)	(10	)
Undistributed net result	80		(132	)
Minority interests	55		48
	1,474		1,484
Provisions
Pensions (Note 22)	16		18
Deferred taxes (Note 22)	109		177
Other (Note 22)	74		79
	199		274
Long-term liabilities
Subordinated loans (Note 24)	225		392
Other loans (Note 24)	597		557
	822		949
Current liabilities
Loans	33		28
Bank overdrafts	6		5
Accounts payable	663		644
Other liabilities (Note 25)	284		293
	986		970
Total group equity, provisions and liabilities	3,481		3,677
Working capital (Note 19)	419		456
Capital employed (Note 20)	2,012		2,207
Interest-bearing debt (Note 27)	707		836
Guarantee capital (Note 28)	1,699		1,876
Commitments not included in the balance sheet (Note 29)	451		524

The accompanying notes are an integral part of these Consolidated Financial Statements

F-4

Buhrmann N.V.

Consolidated Statements of Cash Flows

for the years ended December 31 2004, 2003 and 2002

	2004		2003		2002
	(In millions of €)
Cash flow from operating activities
Operating result	161		171		(301	)
Adjustments for:
Depreciation of tangible fixed assets and software	84		104		114
Amortization of goodwill	45		52		70
Impairment of goodwill	—		53		573
Addition to/(release of) provisions	7		—		1
(Increase)/decrease in working capital
(Increase)/decrease inventories	(17	)	1		11
(Increase)/decrease accounts receivable	(19	)	109		195
Increase/(decrease) accounts payable	50		(43	)	(172	)
(Increase)/decrease other receivables and liabilities	22		14		18
Net (increase)/decrease in working capital	36		81		52
Cash flow from operations	333		461		509
Other operational payments:
Interest paid	(62	)	(134	)	(184	)
Other financial income	—		18		—
Profit taxes paid	(22	)	(22	)	(16	)
Payments charged to provisions (see Note 22)	(26	)	(51	)	(51	)
	(110	)	(189	)	(251	)
Net cash provided by operating activities (A)	223		272		258
Cash flow from investing activities
Net investments in tangible fixed assets and internally used software	(59	)	(79	)	(107	)
Acquisitions	(6	)	(10	)	(9	)
Investments in financial fixed assets	(4	)	—		—
Payments related to integration of acquisitions	(3	)	(8	)	(90	)
Divestments including transaction expenses	(10	)	641		68
Net cash provided by (used in) investing activities (B)	(82	)	544		(138	)
Available cash flow (A+B)	141		816		120
Cash flow from financing activities
Dividend payments (see Note 21)	(11	)	(9	)	(25	)
Payment to minority shareholders	(8	)	(7	)	(5	)
Paid financing fees and tender premiums	(39	)	(25	)	(16	)
Settlement of interest rate swaps	—		(40	)	—
Net repayment of long-term debt	(69	)	(600	)	(162	)
Net cash provided by (used in) financing activities (C)	(127	)	(681	)	(208	)
Net cash flow (A+B+C)	14		135		(88	)

F-5

	2004		2003		2002
	(In millions of €)
Net increase in liquid funds
Liquid funds at year-end:
Cash and deposits	154		145		37
Short-term borrowings with credit institutions	(6	)	(5	)	(26	)
	148		140		11
Minus liquid funds at beginning of year:
Cash and deposits	145		37		99
Short-term borrowings with credit institutions	(5	)	(26	)	—
Translation differences	(6	)	(6	)	—
	134		5		99
Net increase in liquid funds	14		135		(88	)

The accompanying notes are an integral part of these Consolidated Financial Statements

F-6

Buhrmann N.V.

Consolidated Statements of Group Equity

for the years ended December 31, 2004, 2003 and 2002

				Preferences Shares
	Ordinary Shares														Minority Interest in group companies
						Issued and Paid-In Capital	Additional paid-in capital		Retained earnings		Treasury Shares		Undistributed net result				Total Group Equity
	Issued	Treasury		A	C
	(In millions of €, except number of shares (in thousands))
December 31, 2001	131,835	(509	)	53,282	37	221	1,993		389		(10	)	41		37		2,671
Reclassification additional paid-in capital Preference Shares C	—	—		—	—	—	42		(42	)	—		—		—		—
Dividend Ordinary Shares for 2001	—	—		—	—	—	—				—		(10	)	—		(10	)
Profit appropriation 2001	—	—		—	—	—	—		31		—		(31	)	—		—
Issued shares	—	—		—	—	1	(1	)	—		—		—		—		—
Issued shares for stock dividend	793	(6	)	—	2	—	—		—		—		—		—		—
Dividend payments to third parties	—	—		—	—	—	—		—		—				(5	)	(5	)
Result 2002	—	—		—	—	—	—		—		—		(588	)	—		(588	)
Dividend Preference Shares A for 2002	—	—		—	—	—	—		(11	)	—		—		—		(11	)
Dividend Preference Shares C for 2002	—	—		—	—	—	—		(21	)	—		—		—		(21	)
Preference Shares C to be issued	—	—		—	—	—	—		21		—		—		—		21
Minority share	—	—		—	—	—	—		—		—		—		12		12
Translation differences (net of taxes)	—	—		—	—	—	—		(255	)	—		—		(3	)	(258	)
December 31, 2002	132,628	(515	)	53,282	39	222	2,034		112		(10	)	(588	)	41		1,811
Dividend Ordinary Shares for 2002	—	—		—	—	—	—		(4	)	—				—		(4	)
Profit appropriation 2002	—	—		—	—	—	—		(588	)	—		588		—		—
Issued shares for stock dividend	4,064	(11	)	—	2	6	—		—		—		—		—		6
Consolidation/deconsolidation	—	—		—	—	—	—		—		—		—		(2	)	(2	)
Dividend payments to third parties	—	—		—	—	—	—		—		—				(7	)	(7	)
Result 2003	—	—		—	—	—	—		—		—		(132	)	—		(132	)
Dividend Preference Shares C issued for 2002	—	—		—	—	—	21		(21	)	—		—		—		—
Dividend Preference Shares A for 2003	—	—		—	—	—	—		(11	)	—		—		—		(11	)
Dividend Preference Shares C for 2003	—	—		—	—	—	—		(22	)	—		—		—		(22	)
Preference Shares C to be issued	—	—		—	—	—	—		22		—		—		—		22
Minority share	—	—		—	—	—	—		—		—		—		12		12
Translation differences (net of taxes)	—	—		—	—	—	—		(193	)	—		—		4		(189	)
December 31, 2003	136,692	(526	)	53,282	41	228	2,055		(705	)	(10	)	(132	)	48		1,484

F-7

				Preferences Shares
	Ordinary Shares												Minority Interest in group companies
						Issued and Paid-In Capital	Additional paid-in capital	Retained earnings		Treasury Shares		Undistributed net result			Total Group Equity
	Issued	Treasury		A	C
	(In millions of €, except number of shares (in thousands))
Dividend Ordinary Shares for 2003	—	—		—	—	—	—	(4	)	—			—		(4	)
Profit appropriation 2003	—	—		—	—	—	—	(132	)	—		132	—		—
Issued shares for stock dividend	1,435	(5	)	—	2	2	3	—		—		—	—		5
Dividend payments to third parties	—	—		—	—	—	—	—		—			(8	)	(8	)
Result 2004	—	—		—	—	—	—	—		—		80	—		80
Dividend Preference Shares C issued for 2003	—	—		—	—	—	22	(22	)	—		—	—		—
Dividend Preference Shares A for 2004	—	—		—	—	—	—	(11	)	—		—	—		(11	)
Dividend Preference Shares C for 2004	—	—		—	—	—	—	(26	)	—		—	—		(26	)
Preference Shares C to be issued	—	—		—	—	—	—	26		—		—	—		26
Minority share	—	—		—	—	—	—	—		—		—	17		17
Translation differences (net of taxes)	—	—		—	—	—	—	(87	)	—		—	(2	)	(89	)
December 31, 2004	138,127	(531	)	53,282	43	230	2,080	(961	)	(10	)	80	55		1,474

        Dividend on cumulative preference shares A of €11 million and C of €26 million for 2004 are included in group equity considering their cumulative nature.

The accompanying notes are an integral part of these Consolidated Financial Statements

F-8

Buhrmann N.V.

Notes to Consolidated Financial Statements

1.    Business

        Buhrmann N.V. and its subsidiaries (the "Company" or "Buhrmann"), headquartered in the Netherlands, are engaged in supplying office products and office furniture directly to end users. The Company also supplies and maintains pre-press systems, printing presses and folding, cutting and binding machines directly to end users.

        With effect from October 31, 2003, the Company completed the sale of its Paper Merchanting Division to PaperlinX Limited. The Paper Merchanting Division was a distributor of paper and related products to the graphic, office and display markets, mainly in Europe.

        After this sale, Buhrmann continues as a focused leader in business services and distribution in the office products markets. Divestments are further described in Note 3.

        After the sale of the Paper Merchanting Division, the Company has activities in the Netherlands, United States, United Kingdom, Germany, Italy, France, Australia, Canada, Austria, Belgium, Greece, Hungary, Ireland, Luxembourg, New Zealand, Poland, Spain and Sweden.

2.    Summary of significant accounting policies

Basis of presentation

        The accompanying Consolidated Financial Statements are presented in € and are based on the historical cost convention prepared in accordance with accounting principles generally accepted in the Netherlands ("Dutch GAAP") and comply with the financial reporting requirements included in Title 9, Book 2 of the Netherlands Civil Code.

        These standards vary in certain significant respects from accounting principles generally accepted in the United States of America ("US GAAP"). Information relating to the nature and effect of such differences as they relate to the Company is presented in Note 34.

        These Consolidated Financial Statements differ in certain respects from the Consolidated Financial Statements and disclosures included in the Buhrmann N.V. Annual Report 2004 furnished to Buhrmann's shareholders. The parent company balance sheet and income statement and related disclosures are not included in these Consolidated Financial Statements. Also, additional footnote disclosures have been added in order for these Consolidated Financial Statements to comply with US GAAP and the requirements of the US Securities and Exchange Commission.

        As a general principle, an asset is recognized in the Consolidated Balance Sheet when it is probable that the future economic benefits will flow to the Company and the asset can be measured reliably. A liability is recognized in the Consolidated Balance Sheet when it is probable that an outflow of resources will result from the settlement of a present obligation, and the amount at which the settlement will take place can be measured reliably. If the criteria for recognition are no longer met, the assets and liabilities are derecognized. Unless otherwise stated in the following Notes, assets and liabilities are shown at face value. Where necessary, the assets have been reduced to reflect permanent diminutions in value.

        Buhrmann's accounting policies and estimates for 2004 did not change compared to the policies and estimates applied for 2003.

F-9

        In 2003, the following accounting policies and estimates changed compared to 2002:

        Exceptional items—In accordance with the new Guideline for Annual Reporting on extraordinary and exceptional items applicable in the Netherlands, the notion of exceptional results was introduced (comparative figures of previous years have not been adjusted).

        Revenue recognition—Following the release of the new Guideline for Annual Reporting on revenue recognition applicable in the Netherlands as of January 1, 2003, equipment sales in the Graphic Systems Division are recognized after installation instead of at delivery.

        As of December 31, 2003, internally used software is presented as an intangible fixed asset. The depreciation of internally used software is included in "Depreciation of tangible fixed assets and internally used software" in the Consolidated Statements of Income. This change has been implemented in the figures retrospectively.

Use of estimates

        The Consolidated Financial Statements include amounts that are based on management's best estimate and judgments particularly in the areas of intangible fixed assets, specifically for goodwill impairment, other receivables in respect of rebates from suppliers, provisions for legal proceedings, provisions for pensions, provisions for restructuring and integration, taxation in respect of deferred taxes and currency translation and exchange differences on loans and currency swaps. Estimates are mainly based on past experience and are evaluated on an on-going basis. Actual results could differ from these estimates.

Consolidation policies

        The consolidation of Buhrmann includes Buhrmann N.V. and the companies in which it can exert a controlling influence on the commercial and financial policy (group companies). These companies are fully consolidated.

        Companies in which Buhrmann can exert significant, but not a controlling influence on the commercial and financial policies are not consolidated but recorded in the Consolidated Balance Sheet at net equity value according to Buhrmann's accounting policies (associated companies). Investments in companies in which Buhrmann is unable to exert significant influence are valued at cost or lower long-term market value. All balances and transactions between group companies have been eliminated in the consolidation. Minority interests in group companies are disclosed separately in the Consolidated Statement of Income and in the Consolidated Balance Sheet.

        In the consolidation, assets and liabilities of group companies whose local currency is not the €, are translated into euros at the rates prevailing at the Balance Sheet date. Income Statements of these group companies are translated into euros at the average rates for the reporting period. The resulting translation differences are recorded directly in Group equity. The rates used for translation are listed under "Foreign currencies".

        The results and cash flows of group companies acquired by the Group are included as of the date control is obtained. This also applies to the results of associated companies. When group companies and associated companies are acquired, the difference between the acquisition price and the net equity

F-10

at fair value of the acquired company is recorded as goodwill and is amortized over the expected economic life with a maximum of forty years.

        From the date the control of a group company or associated company has ceased, for example due to divestment, the difference between the realizable value and the net equity value, including the book value of capitalized goodwill, is recorded in the income statement. Divested group companies are consolidated until the moment control has ceased.

Presentation

        The Consolidated Statements of Income are presented in an extended format that is more detailed than the models prescribed by the Guidelines for Annual Reporting applicable in the Netherlands. Figures are often presented before exceptional items and where applicable before amortization and impairment of goodwill. These figures are regarded by Buhrmann as key performance indicators increasing the transparency of the reporting.

        Starting in 2004, in the Consolidated Financial Statements prepayments for software are included in intangible fixed assets. Until 2004, these prepayments were included in the tangible fixed assets. This reclassification only affects tangible and intangible fixed assets (for 2004 €13 million and for 2003 €25 million). The comparable figures have been adjusted likewise.

Foreign Currencies

        Accounts receivable, cash and deposits and liabilities denominated in a currency other than the local currency are translated into the local currency at the rates prevailing at the balance sheet date, unless these are reflected in currency forward contracts. In such cases, valuation occurs using a currency forward rate. The resulting translation differences are included in income. Translation and exchange differences, net of related taxation, arising from long-term loans to group companies that have the nature of permanent investment, are recorded directly in Group equity. Translation and exchange differences on loans extended by and swaps entered into with third parties which are designated as, and effective as, economic hedges of net investments (equity investments or permanently invested loans) in a Group company or associated company are also recorded directly in Group equity.

        The following translation rates against the € have been used (main currencies only):

Currency per 1 €	December 31, 2004	Average 2004	December 31, 2003	Average 2003	December 31, 2002	Average 2002
AUD	1.7459	1.6891	1.6802	1.7384	1.8556	1.7365
CAD	1.6416	1.6169	1.6234	1.5821	1.6550	1.4828
GBP	0.7051	0.6785	0.7048	0.6918	0.6505	0.6287
USD	1.3621	1.2434	1.2630	1.1307	1.0487	0.9448

Policies for the Consolidated Statements of Income

Net sales

        Net sales represent the invoiced value of deliveries and services to third parties, less discounts, commissions to agents and sales tax.

F-11

        The Company had the following divisions: Office Products North America, Office Products Europe, Office Products Australia, Graphic Systems and, until its sale as of October 31, 2003, Paper Merchanting. For reporting purposes, the Office Products Europe Division and Office Products Australia Division are combined.

        Sales in the Office Products Divisions (such as office supplies, furniture, consumable computer products) are in general recognized at the point of delivery, as Buhrmann has no future performance obligations.

        In the Graphic Systems Division, sales of machines are recognized after installation as of January 1, 2003. Sales of supplies and spare parts are in general recognized at the point of delivery.

        The sales in the former Paper Merchanting Division are comprised of paper to printers, publishers and the office market. The sales of these products are recognized at the point of delivery to the customer in accordance with the shipping terms.

        In all Divisions, sales of services are recognized in the period in which the services are rendered.

Costs of trade goods sold

        Costs of trade goods sold represent the purchase price of trade goods sold, including duties, insurance and in-bound transportation costs less catalog contributions (net of related costs). Rebates from suppliers are based on volume and specific vendor programs and are deducted from the purchase price of trade goods. Catalog contributions (net of related costs) are recognized as a reduction of costs of trade goods sold in the period for which the catalog is in use.

Other costs of sales

        Other costs of sales mainly comprise out-bound, third-party delivery expenses as well as expenses relating to doubtful accounts receivable, obsolete inventories and temporary personnel.

Added value

        Added value is arrived at by subtracting costs of trade goods sold and other costs of sales from net sales.

Advertising costs

        Advertising costs are expensed as incurred.

Research and development

        Costs of research are expensed as incurred and included in labor and other operating costs. Costs of research are insignificant. Costs of development, which predominantly relates to internally used software, are capitalized and after being put into use, amortized over the expected life of the asset.

Exceptional results

        During the course of a year, certain events take place that may be viewed as part of the company's normal business operations. These events however, have unique characteristics that set them apart from

F-12

the company's standard day-to-day operations. These events may be infrequent and of a size that reporting them as exceptional items provides the opportunity to give a more operationally oriented view on the results of the business. Other events, such as restructurings are so large and impact the Company's operations and cost structure significantly, that reporting them as exceptional items aims to clarify the effect of these decisions on the results of operations. These events have been separately disclosed as exceptional results as of January 1, 2003. In the periods prior to January 1, 2003, this type of results were reported as extraordinary.

Other financial results

        These include:

        The proportional share in the result of associated companies determined in accordance with Buhrmann's accounting policies;

        Dividends received from investments in other companies, and

        Result on the sale of companies.

Taxation

        The amount of tax included in the Consolidated Statements of Income is based on pre-tax reported income and calculated at current local tax rates, taking into account permanent differences and the likelihood of realization of deferred tax assets and liabilities.

        Deferred tax assets and liabilities are provided for temporary differences in the valuation of assets and liabilities for reporting and fiscal purposes and for loss carry-forwards. Deferred taxes are stated at nominal value and are determined using the local tax rates at which the deferred taxes will likely be settled. Within tax groups, where the exercise periods permit and is legally enforceable, deferred tax assets and liabilities are netted. Resulting deferred tax assets are recognized in the consolidated balance sheet under "Financial fixed assets", insofar as realization is more likely than not. The realizability is dependent upon the generation of future taxable income. Resulting deferred tax liabilities are included under "Provisions".

        No withholding taxes are provided for the undistributed earnings of foreign subsidiaries on the basis that these amounts are permanently reinvested in these subsidiaries.

Policies for the Consolidated Balance Sheet

Intangible fixed assets

        Goodwill paid after December 31, 1996 and costs of the development of internally used software are recorded under this heading.

        Goodwill is amortized over the expected economic life of goodwill with a maximum of forty years. Prior to January 1, 1997 goodwill was written off directly to Group equity.

        Costs of development of internally used software are capitalized and, after being put into use, amortized over the expected life (between 3-5 years). Software is valued at purchase price less the relevant linear depreciation over its expected average economic life.

F-13

        The Company performs at least annually a goodwill impairment test to determine if a write-off for permanent diminution in value needs to be recorded. Under the impairment test, the fair value is calculated for the relevant entity carrying the goodwill based on discounted expected future cash flows. The fair value is compared to the book value of the entity, including allocated goodwill. In case the fair value is below the book value, the difference is charged to income as an impairment. The cash flows are for this purpose discounted at a rate commensurate with the risk involved.

Tangible fixed assets

        Tangible fixed assets are valued at purchase price less the relevant linear depreciation over its expected average economic life. Repairs and maintenance costs are expensed as incurred.

        The depreciation rates per year are as follows:

Land	Not depreciated
Buildings	3-7%
Plant and equipment	5-10%
Other fixed equipment	10-33%

        The Company periodically evaluates the carrying value of tangible fixed assets and internally used software when events and circumstances warrant such a review. The carrying value of a tangible fixed asset and internally used software is considered impaired when the estimated discounted cash flows from such an asset is less than its carrying value. In that event a loss is recognized based on the amount by which the carrying value exceeds the discounted cash flow value of the tangible fixed asset and internally used software. The cash flows are for this purpose discounted at a rate commensurate with the risk involved.

Financial fixed assets

        This item includes:

•

Participations, which consist of investments in associated companies and other companies.



•

Long-term receivables from participations.



•

Costs related to long-term financing. These costs are capitalized and amortized based on repayment of the related loans.



•

Deferred taxes insofar as they are long-term in nature (see Taxation).

Financial instruments

        Carrying amounts of the Company's cash and deposits, participations, accounts receivable, accounts payable, other receivables, other liabilities and bank overdrafts approximate fair value due to their short-term maturities. Information about the fair value of the Company's long-term loans is included in Note 24.

        Gains and losses on derivative financial instruments, including forward foreign exchange, currency and interest swaps, that meet the criteria for hedge accounting, including those on terminated contracts, are deferred and included in income in the same period that the hedged transaction is realized.

F-14

Realized gains and losses and unrealized losses on derivative financial instruments which do not meet the criteria for hedge accounting treatment are included in income. Any differences between amounts paid or received on interest rate swaps are recognized as adjustments to interest expense of the hedged obligation during the life of the swap. In the event that the hedged transaction terminates, the deferred gains or losses on the associated derivative are recorded in the Consolidated Statement of Income. Information about the estimated fair value of the Company's derivative financial instruments is included in Note 24. The estimated fair value of derivative financial instruments is determined using quoted market prices or market pricing models.

Credit risks

        The Company's customer base is spread over many industries and sectors,including government institutions, and most of these customers are large corporations or institutions. No individual customer represents 10% or more of the Company's total sales or trade accounts receivable balance in any year.

        Management believes it has adequately provided for the collection risk in the Company's accounts receivable, by recording an allowance for doubtful accounts, which reduces such amounts to their net realizable value, taking into consideration that the accounts receivable are to a certain extent insured.

        The Company has deposited its cash and deposits with and has obtained its loans from reputable financial institutions with high-quality credit ratings. The Company believes that the risk of non-performance by any of these institutions is remote.

Inventories

        Inventories of trade goods are valued at average historic cost which includes the purchase price, net of volume related rebates and cash discounts received from suppliers, duties, insurance and in-bound transportation costs. Overhead costs related to inventories are not significant and are not included in historic cost. If the market value of trade goods is lower than the historic cost, valuation takes place at market value. A provision for obsolescence is recorded if deemed necessary.

Accounts receivable

        Accounts receivable are stated at face value less a provision for doubtful receivables, if deemed necessary.

Other receivables

        Other receivables are stated at the lower of face value or recoverable amount and includes amongst others supplier rebates and catalog contributions.

Cash and deposits

        The Company considers all highly liquid instruments with an original maturity of three months or less to be cash and deposits.

F-15

Provisions

        A provision is recognized when the Company has a present obligation to transfer economic benefits as a result of past events, it is probable that such a transfer will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The amount recognized is the best estimate of the cost required to settle the present obligation at the balance sheet date. A present obligation exists when the company has little or no discretion to avoid incurring the expenditure.

        The provision for pension mainly relates to unfunded defined benefit plans determined at actuarial value. Most defined benefit plans are funded with plan assets segregated in separate trusts to which the Company makes contributions. For these funded plans, provisions are only recorded if additional contributions are to be made in the future to meet local minimum funding requirements as defined by local law and for the present value of past-service premiums falling due in the future. The exact amount of these provisions depends on the funding level and the specific financing arrangements with the trusts.

        The provision for deferred taxes is stated at face value of the estimated net liability (see Taxation).

        Other provisions include accruals for integrations and reorganizations following acquisitions, divestments and restructuring of businesses as well as provisions for product warranties.

Policies for the Consolidated Statements of Cash Flows

        The Consolidated Statements of Cash Flows are derived from the Consolidated Statements of Income and other changes between the opening and closing balance sheets in local currencies, translated into euros at average exchange rates. This is the indirect method.

        The changes in provisions include movements in provisions for doubtful accounts receivable and obsolete inventories.

        Cash flows resulting from exceptional items are accounted for by their nature as cash flows from operating, investing or financing activities.

        The net cash flow is recorded net of the effects of acquisitions and divestments on liquid funds or short-term debt to credit institutions.

3.    Significant Acquisitions and Divestments

        All of the Company's major acquisitions were accounted for as purchases with the results of operations of the acquired companies included in the Consolidated Statements of Income and Consolidated Statements of Cash Flows from the date of acquisition. As of January 1, 1997, goodwill is no longer written off directly to Group equity but capitalized and amortized over a straight-line basis with a maximum of forty years.

        In 2004, 2003 and 2002 a number of small acquisitions were made, mainly in the Office Products Australia Division, for which a total amount of € 6 million was paid in 2004 and €10 million in both 2002 and 2003. The acquisitions resulted in goodwill of €6 million in both 2004 and in 2003 and €15 million in 2002.

F-16

        In April 2003, Buhrmann sold DocVision B.V. which is active in mailroom, copy/print services and archives management, for a cash consideration of €8 million on a debt free basis.

        With effect from October 31, 2003, Buhrmann completed the sale of its Paper Merchanting Division to PaperlinX Limited. The initial consideration for the sale was €706 million. As the sale was made on a debt-free and cash-free basis, the initial consideration was reduced by €6 million. Under the terms of the final purchase agreement, there were certain agreed purchase price adjustments mainly related to the net equity value of the Paper Merchanting Division, pensions and restructuring. These purchase price adjustments resulted in a further reduction of the purchase price of €63 million. In addition, a provision for warranties was recorded in 2003 as Buhrmann has indemnified PaperlinX for certain existing claims as at October 31, 2003. The final amounts arising from these adjustments are subject to final agreement with PaperlinX and might change. In 2003, a total book loss of €112 million on this sale was recognized which is summarized in the table below (in millions of €):

Initial consideration	706
less:
Net debt and cash adjustment	(6	)
Other purchase price adjustments	(63	)
Net	637
Net equity value Paper Merchanting Division as at October 31, 2003
Shareholders' equity (net)	625
Goodwill	97
Net debt and cash	(6	)
	716
Book result	(79	)
Transaction fees	(15	)
Warranties	(18	)
Total result (loss)	(112	)

F-17

        The major balance sheet classes included in assets and liabilities of the Paper Merchanting Division as of October 31, 2003 were as follows:

	October 31, 2003
Intangible fixed assets (excluding goodwill)	15
Tangible fixed assets	156
Financial fixed assets	12
Total fixed assets	183
Inventories	213
Receivables	642
Cash	19
Total current assets	874
Total assets	1,057
Provisions	25
Current liabilities	407
Total provisions and liabilities	432
Shareholders' equity (net)	625

        Under Dutch GAAP, the results and cash flows from a discontinued operation are included in operating results and cash flows until the date the operations are actually sold. Under US GAAP, the results and cash flows from discontinued operations are presented separately from continuing operations whereby the Consolidated Statements of Income and Consolidated Statements of Cash Flows for previous years are restated for discontinuance of an operation. The Paper Merchanting Division qualifies as a discontinued operation under US GAAP.

        The following table shows the Consolidated Statements of Income for the years ended December 31, 2003 and 2002 as if the Paper Merchanting Division and related holding companies would have been presented as a discontinued operation. Taxes have been allocated to discontinued operations as if the companies were separated into separate financial entities. Net financing costs

F-18

allocated to discontinued operations is the interest based on net intercompany debt. Amounts are in millions of euro.

	2003		2002
Net sales	5,787		6,960
Costs of trade goods sold	(4,096	)	(4,953	)
Other costs of sales	(191	)	(215	)
Exceptional costs of sales	(5	)	—
Total costs of sales	(4,292	)	(5,168	)
Added value	1,495		1,792
Labor costs	(938	)	(1,087	)
Other operating costs	(300	)	(346	)
Exceptional operating results	48		—
Depreciation of tangible fixed assets and internally used software	(87	)	(93	)
Amortization of goodwill	(49	)	(67	)
Impairment of goodwill	(53	)	(547	)
Total operating costs	(1,379	)	(2,140	)
Operating result	116		(348	)
Net financing costs	(135	)	(154	)
Exceptional financing costs	(96	)	—
Total financing costs	(231	)	(154	)
Result from continuing operations before taxes	(115	)	(502	)
Taxes on result from continuing operations	6		(5	)
Exceptional tax results of continuing operations	76		—
Total taxes	82		(5	)
Other financial results	1		13
Exceptional other financial results	9		—
Other financial results	10		13
Minority interests	(14	)	(12	)
Exceptional minority interests	2		—
Total minority interests	(12	)	(12	)
Net result from continuing operations	(35	)	(506	)
Extraordinary result from continuing operations	—		(41	)
Discontinued operations (including result on disposal)	(97	)	(41	)
Net result	(132	)	(588	)

4.    Exceptional costs of sales

        In 2003, the timing of the recognition of catalog income for the Office Products Australia Division has been brought fully in line with Buhrmann's accounting policy. This harmonization resulted in an exceptional charge of €5 million in 2003.

F-19

5.    Labor Costs

	2004		2003		2002
Wages and salaries	(721	)	(919	)	(1,072	)
Social security contributions	(114	)	(155	)	(188	)
Pension schemes	(24	)	(35	)	(29	)
Other	(30	)	(28	)	(41	)
Total	(889	)	(1,137	)	(1,330	)
Number of employees at year end	17,618		17,832		24,858
Average number of employees per division
Office Products North America	10,551		11,463		13,000
Office Products Europe and Australia	5,940		5,947		6,124
Graphic Systems	1,067		1,132		1,153
Corporate	70		72		73
Sub-total excluding Paper Merchanting	17,628		18,614		20,350
Paper Merchanting	—		4,453		5,634
Total Group	17,628		23,067		25,984
Average number of employees per geographical region
United States	9,505		10,711		12,285
The Netherlands	1,050		2,039		2,444
Germany	1,444		2,217		2,527
United Kingdom	539		1,852		2,333
Rest of European Union	2,033		3,034		3,187
Australia and New Zealand	2,089		1,793		1,507
Rest of the World	968		1,421		1,701
Total	17,628		23,067		25,984

6.    Other operating costs

	2004		2003		2002
Rent and maintenance costs	(92	)	(121	)	(140	)
General management costs	(136	)	(177	)	(209	)
Other operating costs	(64	)	(95	)	(118	)
Total	(292	)	(393	)	(467	)

7.    Exceptional operating results

	2004		2003		2002
Indemnity payments received	—		58		—
Other	(5	)	(2	)	—
Total	(5	)	56		—

F-20

Indemnity payments:

        Buhrmann was involved in an arbitration case initiated in 1994 against the French company Ipfo Bail S.A. (formerly named Locafrance S.A.). The claim related to the acquisition by the Buhrmann Group from Ipfo Bail S.A. of all of the shares in the capital of the French company Agena S.A. in 1991. The claim was based on misrepresentation of the financial position of that company in the closing balance sheet at the time of the acquisition. In 2003, an indemnity payment of €79 million was awarded to Buhrmann as the outcome of this arbitration case. After deduction of costs, this resulted in an exceptional operating profit of €58 million.

Other:

        In 2004, exceptional results included a provision for restructuring activities in Office Products Europe (primarily reorganization of the copier activities in Germany and rightsizing of the Benelux Office Products business).

        The exceptional loss in 2003 of €2 million is the result of a reassessment of the 2002 restructuring charge for lease commitments of vacant properties in the Office Products North America Division (€6 million), additional restructuring charges in the Office Products Europe Division (€3 million) and the Graphic Systems Division (€1 million). These charges were partly offset by a reassessment of restructuring commitments for the former Paper Merchanting Division related to revised numbers of redundancies and a continuation of the usage of property which were included in the 2002 restructuring charge (€8 million).

8.    Total financing costs

	2004		2003		2002
Net financing costs:
Interest costs	(65	)	(144	)	(182	)
Amortization of capitalized financing costs	(5	)	(14	)	(22	)
Foreign exchange differences	2		(3	)	5
	(68	)	(161	)	(199	)

Exceptional financing costs:

	2004		2003		2002
Impairment capitalized financing fees	(4	)	(53	)	—
Tender premium	(27	)	—		—
Financing results pensions	(4	)	—		—
Refinancing related advisory fees	—		(5	)	—
Exchange rate differences	—		2		—
Costs of interest rate swap settlements	—		(40	)	—
	(35	)	(96	)	—
Total financing costs:	(103	)	(257	)	(199	)

F-21

        The exceptional financing costs in 2004 primarily relate to the refinancing (see Note 24) and in 2003 to the early redemption of debt and the refinancing following the sale of the Paper Merchandising Division.

        Also in 2004, an exceptional financing costs of €4 million was recorded related to the write-down of financing results recorded in the past on pension plans of our U.S. Forms Management business.

9.    Total other financial results

	2004	2003		2002
Other financial results	—	1		16
Exceptional other financial results	6	(103	)	—
Total other financial results	6	(102		16

        Exceptional other financial results in 2004 include an income from the (partial) release of contractual provisions related to divested companies (such as the Paper Merchanting Division) as well as write-offs of some small investments that were valued at cost to lower fair value.

        Exeptional other financial results in 2003 includes the book loss on the sale of the Paper Merchanting Division of €112 million (see Note 3), the book profit on the sale of DocVision B.V. of €7 million and a gain of €2 million due to a release of provisions related to other divestments which were no longer needed.

        Other financial results in 2002 comprise the share in the result of a 25% participation of the former Paper Merchanting Division of €3 million and the release of €13 million of a provision for uncollectability of loan notes. The loan notes were early redeemed in 2002.

10.    Income taxes

        Buhrmann's international operations are subject to income taxes of different jurisdictions with varying statutory tax rates.

        Buhrmann's effective tax rate was negative 8.9% in 2004 compared to a positive 12.5% in 2003 and a positive 12.2% in 2002. The effective tax rate is determined based on the ratio of taxes on result from operations to the amount of result from operations before exceptional and extraordinary results and before, as these items are predominantly exempted from taxes, amortization and impairment of goodwill. For reporting purposes, total tax as per Consolidated Statement of Income has been allocated between the Netherlands and abroad.

        In 2004, the tax benefit on result of operations is mainly due to the release of tax provisions of €8 million as a result of finalized tax audits and the recognition of additional deferred tax assets for, among others, our Belgium business.

        In 2004, an exceptional tax benefit of €20 million was recorded which primarily relates to the refinancing of the USD 350 million 12¹/4% Notes (2009 Notes) for € 14 million and the fiscal finalization of the divestment of the Paper Merchanting Division for €6 million.

        In 2003, exceptional (non-cash) tax benefits of €76 million were recorded. Following the receipt of the aforementioned indemnity payment (see Note 7), a tax benefit of €30 million was recognized

F-22

resulting from the release of a valuation allowance regarding the former Information Systems Division (France). The transaction structure for the sale of the Paper Merchanting Division and the subsequent debt reduction resulted in a €8 million tax benefit. The refinancing of Buhrmann led to a further impairment of capitalized financing fees resulting in the recognition of a tax asset of €11 million. Improved outlook on future taxable results triggered the release of a valuation allowance of €15 million. Tax provisions related to the acquisitions of both Corporate Express in 1999 and USOP in 2001 were released to an amount of €10 million.

        The split of result before amortization and impairment of goodwill and before exceptional and extraordinary results is as follows:

	2004		2003		2002
Result from operations before taxes	58		(86	)	(500	)
Exceptional cost of sales	—		5		—
Exceptional operating result	5		(56	)	—
Amortization of goodwill	45		52		70
Impairment of goodwill	—		53		573
Exceptional financing costs	35		96		—
	143		64		143
Ordinary operations:
The Netherlands	50		57		86
Foreign	93		7		57
	143		64		143
Exceptional result in 2004 and 2003 and extraordinary result in 2002:
The Netherlands	(2	)	38		5
Foreign	(38	)	(83	)	(108	)
	(40	)	(45	)	(103	)
Total result before amortization and impairment of goodwill and taxes	103		19		40

F-23

        The allocation of taxes as per Consolidated Statement of Income is as follows

	2004		2003		2002
Ordinary operations:
The Netherlands	29		(14	)	(16	)
Foreign	(16	)	6		(2	)
	13		(8	)	(18	)
Exceptional result in 2004 and 2003 and extraordinary result in 2002:
The Netherlands	—		22		1
Foreign	20		54		28
	20		76		29
Total taxes	33		68		11

        A reconciliation from Buhrmann's Dutch statutory tax rate to its weighted average statutory tax rate and effective tax rate is as follows:

	2004		2003		2002
Statutory tax rate in the Netherlands	34.5	%	34.5	%	34.5	%
Tax rate differential resulting from geographical mix	(3.9	)%	(6.6	)%	(8.9	)%
Weighted average statutory tax rate	30.6	%	27.9	%	25.6	%
Changes in deferred tax assets and allowances	(24.8	)%	(3.6	)%	(5.3	)%
Other (including exempt income, non-deductible expenses and incentives)	(14.7	)%	(11.8	)%	(8.1	)%
Effective tax rate	(8.9	)%	12.5	%	12.2	%

        In a number of countries, tax loss carry-forwards (€150 million at December 31, 2004) are kept which have not been valued, due to the specific circumstances under which they can be utilized.

11.    Total minority interest

        Minority interests mainly represent the 48.5% share of third parties in the result of Corporate Express Australia Ltd. The exceptional result in 2003 is the adjustment of the recognition of catalog contributions in the Office Products Australia Division to fully comply with Buhrmann accounting policies (see Note 4).

12.    Extraordinary result (after tax)

        Extraordinary income in 2002 was €10 million which consists of a release of a provision for warranties relating to divested companies which were settled in 2002. Extraordinary expense in 2002 was €113 million which includes a charge of €111 million relating to both restructuring measures of €60 million and non cash write-offs on IT and distribution infrastructure of €51 million. A tax benefit of €29 million related to these charges was taken into account.

F-24

13.    Remuneration and loans Members of the Executive Board and Supervisory Board

        Remuneration policy Members of the Executive Board

        The remuneration policy for the Executive Board is determined by the Supervisory Board on the recommendation of the Compensation, Nominating and Corporate Governance Committee ("CNCG Committee"). The remuneration policy was adopted in the Annual General Meeting of Shareholders held on April 29, 2004. Any material amendments to the policy shall be submitted to the General Meeting of Shareholders. In the reporting year, no changes were made to the remuneration policy, with the exception of the new Share Option Plan, which was approved by the General Meeting of Shareholders held on April 29, 2004.

        Determination of the remuneration for each individual Executive Board Member is in principle a responsibility of the Supervisory Board. The Supervisory Board has delegated this authority to the CNCG Committee. Pursuant to this delegation of authority, and acting within the principles of the remuneration policy, the CNCG Committee determines the remuneration packages for the Members of the Executive Board, including base salary, pension rights, bonus and long-term incentive awards, grants of share options and any severance payments. The CNCG Committee may make decisions which reflect special circumstances and make remuneration alterations which will be explained in the next annual report. The CNCG Committee does not retain remuneration consultants but seeks professional advice from external advisors as it sees fit.

        The objective of the remuneration policy for Members of the Executive Board is to attract and retain qualified and expert Executive Board Members with an international outlook and motivate them to perform in such a way that the value of Buhrmann is enhanced. Remuneration of the Executive Board is aimed at balancing short-term operational performance with the longer-term objective of creating sustainable value and growth. Levels of remuneration are reviewed annually taking account of competitive levels of remuneration according to relevant industry comparisons in each country environment. From time to time the CNCG Committee will seek expert advice on remuneration levels.

        In addition, employment contracts and main conditions of employment for Members of the Executive Board are annually reviewed. Currently, Members of the Executive Board have been appointed for an indefinite term. Notice periods of up to six months for termination of employment have been set for each Executive Board Member.

        The remuneration for Members of the Executive Board consists of a base salary, variable pay comprising an annual performance bonus, share option plan, pension, long-term incentive plan (North America only) and pre-pension provision (Europe only). In addition, allowances and fringe benefits similar to those of many other employees at Buhrmann are paid. The details of the remuneration package are as follows:

Base salary:

        The base salary for Members of the Executive Board is set at a market competitive level, using industry survey data provided by outside remuneration advisors. Where a Member of the Executive Board resides outside the Netherlands, benchmark salary levels are referenced for Europe or North America.

F-25

Variable pay:

        Variable pay is an important part of the remuneration package for the Executive Board. Members of the Executive Board participate in an annual bonus plan based on the achievement of a number of targets, which reflect key drivers for value creation, long-term growth in shareholder value and the development of earnings per share.

        Target bonus levels for the Executive Board range from 50% to 75% of base salary. The amount of the annual bonus is determined by the CNCG Committee based on the achievement of targets set by the CNCG Committee. For the Chief Executive Officer, Chief Financial Officer and other European based Board Members, the bonus targets may be a combination of the performance of the total Group, division based targets and individual targets. The bonus of the North American based Executive Board member entirely relates to the performance of Buhrmann's Office Products North America business and includes an overachievement bonus range for above-target performance. The CNCG Committee has the right to change targets as a result of unforeseen circumstances and it may also decide to grant a special award for special circumstances if such is justified in the opinion of the CNCG Committee. Such measures will be accounted for in the annual report.

        In addition to the annual bonus plan, Mr Hoffman participates in a long-term incentive plan designed specifically for the senior management of the Office Products North America Division. Under this incentive plan, which has a three year duration, a bonus of 2.5 times base salary can be earned annually subject to the achievement of specific performance conditions related to annual economic value creation targets. In the event of an overachievement of the target, the long-term incentive payment may be increased to up to 3.125 times base salary.

Share Option Plan:

        Buhrmann operates a share option plan, the "Buhrmann Incentive Plan", which aims to focus senior management on the growth of long-term sustainable value for shareholders. The Executive Board Members participate in this plan. The allocation of the share options granted to the individual Executive Board Members is determined by the CNCG Committee, on an annual basis. At the Annual General Shareholders' meeting held on April 29, 2004, shareholders approved the adoption of a new share option plan. Pursuant to this "new Buhrmann Incentive Plan", the number of options granted is dependent on the performance of the Company relative to a peer group as measured over a three-year period up to the vesting date. For details about the "Buhrmann Incentive Plan" and the "new Buhrmann Incentive Plan", see Note 26.

Pension and Pre-Pension provision:

        Retirement benefits are designed to be in line with the relevant market practice and consistent with those provided by other multinational companies in each country of residence. For the two Dutch Executive Board Members, Mr. F.H.J. Koffrie and Mr. F.F. Waller, current pension arrangements are based on individual defined contribution plans with a retirement age of 65, and with premium payments (based on a table increasing relative to age) until the age of 60. Pre-pension arrangements provide for retirement from the age of 60 to 62 dependent on agreement with the Supervisory Board. In addition, pension arrangements include an entitlement to a pension in the event of ill-health or disability and a spouse's or dependant's pension on death, on terms similar to those applicable to employees participating in the Dutch Buhrmann Pension Fund. Mr. G. Dean, who is a U.K. citizen, has pension

F-26

arrangements divided between the U.K. and the Netherlands. His current pension arrangement consists partly of the individual defined contribution plan in place for the Dutch Executive Board Members and partly of a participation in the defined benefit scheme of Corporate Express U.K. Ltd., with a retirement age of 61. Pre-pension arrangements are again identical to those of the Dutch Members of the Executive Board, while the pension arrangements in the event of ill health, disability and death are a combination of terms applying to employees participating in the Corporate Express UK Ltd Pension Fund and the Dutch Members of the Executive Board. Mr. M. Hoffman, who is a U.S. resident, is eligible to participate in the regular U.S. Corporate Express, Inc. defined contribution plan (401K) on terms similar to other employees of Corporate Express, Inc. Participants are eligible, at the earliest, to take their contributions at age 59.5, or latest age 70.

Personal Loans

        The Company does not grant personal loans or guarantees to Members of the Executive Board. Since 2003 no loans have been granted. Outstanding loans have been granted to meet upfront Dutch income tax on share options granted up to and including 2002.

Severance Payments

        The current contracts of the Members of the Executive Board determine that where employment is terminated in the event of an acquisition of the Company or where actual control passes into other hands ("change of control"), or in the case of reorganisation, termination of the Company's activities or in other comparable circumstances that cannot be considered as blameworthy function fulfilment on the part of the Board Member concerned, a fixed severance payment will be made. In such cases, compensation will be paid by Buhrmann to the amount of three times the annual fixed salary (twice the annual fixed salary in the case of the contract of Mr. M.S. Hoffman) and the pension accumulation over the period of three, respectively two years (in the case of the contract with Mr. Hoffman), will continue.

        As regards to other situations, no fixed severance payment has been arranged with the Members of the Executive Board. Buhrmann believes that the circumstances of the case should be taken into account, considering relevant factors such as the reason for the termination, the age of the person in question, and the duration of employment, when determining the amount of severance payment, as a result of which, in specific cases, it could exceed the compensation mentioned in the Dutch Corporate Governance Code. The performance by a Board Member of his duties will in any event be an important factor.

F-27

Remuneration Members of the Executive Board in 2004 (in thousands of €):

	Salary		Bonus**						Other incentives***		Pension
	2004	2003	2004			2003			2004	2003	2004	2003
F.H.J. Koffrie	561	555	252	(60	)%	—	(0	)%	—	—	217	220
R.W.A. de Becker*	63	375	—	(0	)%	—	(0	)%	—	—	19	439
G. Dean	421	417	210	(100	)%	—	(0	)%	250	375	335	282
M.S. Hoffman	522	548	449	(114	)%	220	(54	)%	1,335	1,182	6	6
F.F. Waller	344	340	172	(100	)%	—	(0	)%	—	68	125	119
Total	1,911	2,235	1,083			220			1,585	1,625	702	1,066

*

Mr. De Becker left the Company as of February 29, 2004. The remuneration reported relates only to the period of Membership of the Executive Board and is based on the performance for the period.

**

The percentage in parenthesis represents the percentage score of the total bonus opportunity for the individual that was awarded over the respective year's performance paid out in the first quarter of the following year.

***

Other incentives are cash remunerations or accruals for cash remunerations such as the long-term incentive plan for Mr. Hoffman or any special awards granted.

        Remuneration is paid in euros with exception of the remuneration of Mr Hoffman whose remuneration is paid in US dollars. Correcting for currency translation effects and period of membership of the Executive Board the annualized increase of the total salary costs was about 2% compared to 2003. The total increase reflected a 1% increase for the European Executive Board members and a 5% increase for the North American Executive Board member.

        Bonuses related to 2004 amounted to € 1,083 thousand. The other incentives amount to € 1,585 thousand. These include a special bonus of € 250 thousand to Mr. Dean for the finalization of the divestment of the Paper Merchanting Division. The amount for Mr. Hoffman relates entirely to the accrual for the North American Long-term Incentive Plan.

        Pension charges of € 702 thousand consist of payments made to the relevant pension schemes and accruals for early retirement according to the regular, contractual rates. The early retirement provision for Mr. De Becker was released after he left the Company. For an explanation of these charges please refer to the paragraph "Pension and Pre-Pension provision" above. The Company has not insured the early retirement plan.

Share options for Members of the Executive Board

        On December 31, 2004, the Members of the Executive Board held option rights on 774,000 Buhrmann Ordinary Shares granted under the Buhrmann Incentive Plan and the new Buhrmann Incentive Plan.

F-28

        The table below sets forth the movements in the number of outstanding option rights granted to current Members of the Executive Board.

	January 1, 2004	Granted during the year(1)	Option exercise price	Fair value of grant in €(2)	Granted in 2004	Exercised in 2004	Expired in 2004		Outstanding Dec 31, 2004	Expiry date
F.H.J. Koffrie	25,000 40,000 40,000 55,000 55,000 —	1999 2000 2001 2002 2003 2004	15.40 32.94 24.52 13.69 2.85 7.79	101,000 418,000 317,200 348,150 72,600 215,900	— — — — — 85,000	— — — — — —	(25,000 — — — — —	)	— 40,000 40,000 55,000 55,000 85,000	11.04.2004 16.05.2005 19.04.2006 05.05.2007 01.05.2010 02.05.2011
	215,000				85,000	—	(25,000	)	275,000
G. Dean	20,000 25,000 27,500 35,000 35,000 —	1999 2000 2001 2002 2003 2004	15.40 26.35 19.61 13.69 2.85 7.79	80,800 261,250 218,075 221,550 46,200 106,680	— — — — — 42,000	— — — — — —	(20,000 — — — — —	)	— 25,000 27,500 35,000 35,000 42,000	11.04.2004 16.05.2005 19.04.2006 05.05.2007 01.05.2010 02.05.2011
	142,500				42,000	—	(20,000	)	164,500
M.S. Hoffman	15,000 17,500 50,000 50,000 —	2000 2001 2002 2003 2004	26.35 19.61 13.69 2.85 7.79	156,750 138,775 316,500 66,000 152,400	— — — — 60,000	— — — — —	— — — — —		15,000 17,500 50,000 50,000 60,000	16.05.2005 19.04.2006 05.05.2007 01.05.2010 02.05.2011
	132,500				60,000	—	—		192,500
F.F. Waller	20,000 20,000 30,000 30,000 —	2000 2001 2002 2003 2004	32.94 24.52 13.69 2.85 7.79	209,000 158,600 189,900 39,600 106,680	— — — — 42,000	— — — — —	— — — — —		20,000 20,000 30,000 30,000 42,000	16.05.2005 19.04.2006 05.05.2007 01.05.2010 02.05.2011
	100,000				42,000	—	—		142,000
Total	590,000				229,000	—	(45,000	)	774,000

(1)

Under Dutch fiscal rules, management receiving options could under the Buhrmann Incentive Plan up to and including 2003 elect to accept a 25% higher exercise price. The base exercise price was set at €7.79 in 2004, €2.85 in 2003, €13.69 in 2002, €19.61 in 2001, €26.35 in 2000 and € 15.40 in 1999, equalling the share price at close of business on the Amsterdam Stock Exchange on May 3, 2004, May 2, 2003, May 6, 2002, April 20, 2001 and April 17, 2000 respectively.

(2)

The fair value is calculated using the Black & Scholes option price determination model as explained in Note 26. It does not reflect the market value.

Loans to Members of the Executive Board

        At the end of 2004, loans totaling €74 thousand were outstanding to Members of the Executive Board (2003: €116 thousand). No new loans have been granted to Members of the executive Board since 2002. The outstanding loans are generally repaid over a period of five years from their date of grant. Historically, these loans have been granted by the Company within the context of the Buhrmann

F-29

Share Option Plan and served to finance the upfront payment of income taxes due from the optionees upon the grant of the options under Dutch tax law. Specification (in thousands of €):

	Principal	Interest		Outstanding as at December 31, 2003	Repaid in 2004	Outstanding as at December 31, 2004
F.H.J. Koffrie:
1999	46	4.00	%	5	5
2000	25	5.00	%	8	5	3
2001	16	5.25	%	8	3	5
2002	78	5.25	%	56	16	40
				77	29	48
F.F. Waller:
2000	13	5.00	%	4	3	1
2001	8	5.25	%	4	1	3
2002	43	5.25	%	31	9	22
				39	13	26
Total				116	42	74

Ownership of Securities by Members of the Executive Board

        Of the Members of the Executive Board, the following persons held shares in Buhrmann at December 31, 2004 as set forth below:

	Ordinary Shares
F.H.J. Koffrie	50,595
M.S. Hoffman	75,000
F.F. Waller	3,129
	128,724

        Members of the Executive Board individually and in the aggregate own less than one percent of Ordinary Shares and (depositary receipts of) Preference Shares A in Buhrmann.

Remuneration of Members of the Supervisory Board

        The General Meeting of Shareholders determines the remuneration for the Supervisory Board Members. The remuneration for a Supervisory Board Member does not depend on the Company's results.

F-30

        Remuneration to Members of the Supervisory Board in 2004 amounted to approximately €270,000 and may be specified as follows (in thousands of €):

	2004
P.C. Van den Hoek	€	65.6	(1)(2)
A.G. Jacobs		55.6	(1)(2)
R.C. Gay(3)		9.3
J.J. Hannan		28.0
S.W. Barnes(4)		18.6
J. Peelen		32.6	(2)
G.H. Smit		30.3	(2)
R. Zwartendijk		30.3	(2)
Total	€	270.3

(1)

Including remuneration received as a Member of the Supervisory Board of Buhrmann Nederland Holding B.V.

(2)

Including remuneration received as a Member of the Audit Committee and/or the Compensation, Nominating and Corporate Governance Committee, as applicable.

(3)

Mr. Gay retired from the Supervisory Board on April 29, 2004.

(4)

Mr. Barnes was appointed as a Member of the Supervisory Board on April 29, 2004.

Ownership of Securities by Members of the Supervisory Board

        Of the Members of the Supervisory Board, only the following persons held Ordinary Shares and depositary receipts of Preference Shares A in Buhrmann at December 31, 2004 as set forth below:

	Ordinary Shares	Depositary receipts of Preference Shares A
P.C. van den Hoek	31,364	—
A.G. Jacobs	954	411
	32,318	411

        Mr. Van den Hoek transferred the discretionary management of his securities portfolio to an independent third-party.

        The Members of the Supervisory Board held no option rights to Buhrmann shares during 2004 and as at December 31, 2004.

F-31

14.    Earnings per share

        Basic earnings per share are computed by dividing result after deduction of dividend on Preference Shares by the weighted average number of Ordinary Shares outstanding for the periods under review. Dividends paid to holders of Preference Shares A and C of €37 million in 2004, €33 million in 2003 and €32 million in 2002 were deducted for the years presented. Fully diluted earnings per share assume that any dilutive convertible securities were converted at the beginning of each year and all options outstanding at the end of the year were exercized, insofar as the average marketprice was higher than the average exercise price during the financial year.

        The computation of basic and fully diluted earnings per Ordinary Share is as follows (in millions of €, unless otherwise indicated):

		2004		2003		2002
Computation basic earnings per share
Net result		80		(132	)	(588	)
Less dividends on Preference Shares A and C		(37	)	(33	)	(32	)
C—	Net result after deduction of dividend on Preference Shares	43		(165	)	(620	)
	Exceptional result	14		70		—
	Extraordinary result	—		—		74
B—	Net result before exceptional and extraordinary results after deduction of dividend on Preference Shares	57		(95	)	(546	)
	Amortization and impairment of goodwill	45		105		643
A—	Net result before exceptional and extraordinary results and before amortization and impairment of goodwill after deduction of dividend on Preference Shares	103		10		97
Weighted average number of Ordinary Shares outstanding (in thousands)		137,059		134,653		131,818
Basic earnings per share (in €)
A—	Net result before exceptional and extraordinary results and before amortization and impairment of goodwill	0.75		0.08		0.74
B—	Net result before exceptional and extraordinary results after amortization and impairment of goodwill	0.42		(0.70	)	(4.14	)
C—	Net result including exceptional and extraordinary results and after amortization and impairment of goodwill	0.32		(1.23	)	(4.70	)

F-32

Computation fully diluted earnings per share
Net result		80		(132	)	(588	)
Add-back: interest Subordinated Convertible Bond		2		2		—
Less: dividend on Preference Shares A		(11	)	(11	)	(11	)
C—	Net result after deduction of dividend on Preference Shares after assuming dilution	71		(141	)	(599	)
	Exceptional result	14		70		—
	Extraordinary result	—		—		74
B—	Net result before exceptional and extraordinary results after deduction of dividend on Preference Shares after assuming dilution	85		(71	)	(525	)
	Amortization and impairment of goodwill	45		105		643
A—	Net result before exceptional and extraordinary results and before amortization and impairment of goodwill after deduction of dividend on Preference Shares after assuming dilution	130		34		118

F-33

		2004	2003		2002
Computation weighted average number of Ordinary Shares outstanding on fully diluted basis (in thousands):
Weighted average number of Ordinary Shares outstanding		137,059	134,653		131,818
Conversion of Subordinated Convertible Bond(1)		13,669	13,669		—
Conversion of Preference Shares C(2)		37,868	35,658		23,157
Exercise of Share Option Rights(3)		854	651		0
		189,450	184,630		154,975
Fully diluted earnings per share* (in €)
A—	Net result before exceptional and extraordinary results and before amortization and impairment of goodwill	0.69	0.08		0.74
B—	Net result before exceptional and extraordinary results after amortization and impairment of goodwill	0.42	(0.70	)	(4.14	)
C—	Net result including exceptional and extraordinary results and after amortization and impairment of goodwill	0.32	(1.23	)	(4.70	)

*

A mathematical calculation of the fully diluted earnings per share would be as follows (in €):

		2004	2003		2002
A—	Net result before exceptional and extraordinary results and before amortization and impairment of goodwill	0.69	0.19		0.76
B—	Net result before exceptional and extraordinary results after amortization and impairment of goodwill	0.45	(0.38	)	(3.39	)
C—	Net result including exceptional and extraordinary results and after amortization and impairment of goodwill	0.38	(0.76	)	(3.87	)

        When fully diluted earnings per share figures are higher than basic earnings per share, fully diluted earnings per share are adjusted downwards to basic earnings per share.

(1)   Subordinated Convertible Bond

        A 7-year Subordinated Convertible Bond loan with listing at the Euronext Exchange in Amsterdam was issued in December 2003 for the amount of € 114,819,000, with a coupon of 2%. The bonds are convertible in Buhrmann Ordinary Shares at a conversion price of €8.40 per share which would result in the issuance of 13,669 (in thousands) Ordinary Shares.

(2)   Preference Shares C

        The dilution resulting from conversion of the Preference Shares C is calculated on the basis of the statutory conversion price taking into account the dividend on these shares over the last financial year. The conversion price amounted to €11.8968 at the end of 2004 (2003 €11.9318). The number of Ordinary Shares to be issued at conversion is calculated by dividing the paid-in value of USD 10,000 per share by the conversion price on the basis of the fixed exchange rate €=USD 1.02547. At year-end 2004, 43,628 Preference Shares C (2003 year-end 41,396) were outstanding entitled to a dividend of

F-34

2,568 new Preference Shares C or a cash dividend of 6%. In 2005 the Company announced to pay the cash dividend for an amount of €21 million (US$ 26 million).

(3)   Share Option Rights

        The calculation is based on the assumption that the proceeds resulting from the exercise of options are used to acquire Ordinary Shares on the stock market. In case the market price is higher than the exercise price, dilution occurs. In case the exercise price is higher than the market price, no dilution occurs. At December 31, 2004 the following calculation was made:

Options in the money: options granted per 2004 at an average exercise price of	€	2.87	A
Average market price Ordinary Share Buhrmann in 2004	€	7.24	B
Number of options granted in 2003 outstanding at December 31, 2004		1,414,700	C
Theoretical proceeds from exercise of options	€	4,063,578	D=CxA
Theoretical purchase treasury stock at average market price		561,139	E=D/B
Theoretical increase in outstanding Ordinary Shares		853,561	F=C-E

Notes to the Consolidated Balance Sheets
(In millions of €, unless stated otherwise)

15.    Intangible fixed assets

        The changes in intangible fixed assets are as follows:

	Total		Goodwill		Internally used software		Prepayments
Balance as of December 31, 2003:
Cost	2,484		2,137		322		25
Accumulated amortization	(442	)	(238	)	(204	)	—
Accumulated impairment	(499	)	(499	)	—		—
Book value	1,543		1,400		118		25
Net investment	37		6		31		—
Put into use	—		—		11		(11	)
Amortization	(91	)	(45	)	(46	)	—
Translation differences	(86	)	(79	)	(6	)	(1	)
Total changes	(140	)	(118	)	(10	)	(12	)
Balance as of December 31, 2004:
Cost	2,315		2,027		275		13
Accumulated amortization	(436	)	(269	)	(167	)	—
Accumulated impairment	(476	)	(476	)	—		—
Book value	1,403		1,282		108		13

F-35

        The goodwill paid for companies acquired is (generally) amortized over a period of 40 years. The assessment of the economic life is based on the consideration that a permanent advantage is being realized. This is based on the following characteristics of the business:

•

The high entry to acquire a major position in the relevant markets. This is explained by a combination of high customer loyalty, the extensiveness of the distribution network, relatively complex information technology required and the substantial benefits of scale in purchasing;



•

The relatively low investment required to subsequently maintain established market positions;



•

The large number of suppliers and customers, none of whom individually has a major impact on the relevant entity (cash generating unit).

        At least annually a goodwill impairment test is performed to determine if an impairment for permanent diminution in value needs to be recorded. Under the impairment test, the fair value of the cash generating unit that contains the goodwill is calculated based on estimated discounted future cash flows, which is compared to the book value of the cash generating, including goodwill.

        In 2004, the calculated fair value was in excess of the book value. An organic decline of sales leading to a reduced level of profitability for our Office Products Europe Division caused a reduction in the calculated fair value of that business in 2003. Since this fair value was lower than the book value, an impairment of goodwill of € 53 million for Office Products Europe Division was recognized in 2003.

        Amortization cost of goodwill was €52 million in 2003 and € 70 million in 2002 and amortization cost of internally used software was €49 million in 2003 and €45 million in 2002.

16.    Tangible fixed assets

        The movements in tangible fixed assets are as follows:

	Total		Land and buildings		Machinery and equipment		Other equipment
Balance as of December 31, 2003:
Cost	476		173		189		114
Accumulated depreciation	(268	)	(66	)	(119	)	(83	)
Book value	208		107		70		31
Net investments	28		5		14		9
Depreciation	(38	)	(9	)	(17	)	(12	)
Reclassification	—		1		(1	)	—
Translation differences	(8	)	(5	)	(2	)	(1	)
Total changes	(18	)	(8	)	(6	)	(4	)
Balance as of December 31, 2004:
Cost	452		168		180		104
Accumulated depreciation	(262	)	(69	)	(116	)	(77	)
Book value	190		99		64		27

F-36

        Depreciation cost was €56 million in 2003 and €69 million in 2002.

17.    Financial fixed assets

        The movements in financial fixed assets are as follows:

	Total		Participations		Financial receivables		Capitalized financing costs		Deferred taxes
Book value December 31, 2003	421		6		19		30		366
Other financial results	(5	)	(1	)	(4	)	—		—
Investments/capitalized costs	11		—		4		7		—
Transfers deferred tax liabilities	(33	)	—		—		—		(33	)
Transfer to short-term	1		—		—		—		1
Amortization of financing costs	(5	)	—		—		(5	)	—
Impairment of financing costs	(4	)	—		—		(4	)	—
Additions charged to result	26		—		—		—		26
Translation differences	(28	)	—		(1	)	(2	)	(25	)
Book value December 31, 2004	384		5		18		26		335

        Financial receivables relate to various claims and receivables resulting from acquisitions and divestments with a long-term nature.

        Financing fees are the capitalized costs related to the issuance and contractual efforts for the various components of the debt. The capitalized financing fees are amortized over the duration of the related debt instrument.

        Deferred tax assets are detailed in Note 23.

18.    Receivables

	December 31, 2004		December 31, 2003
Accounts receivable		731		736
Other receivables
Accrued income	112		126
Financial receivables	22		18
Other receivables and accruals	63		57
		197		201
Total receivables		928		937

        Of the total receivables of €928 million, an amount of €5 million will mature after more than one year (2003: €1 million).

        As per December 31, 2004, accounts receivable of €239 million were pledged under the accounts receivable securitization program. These receivables and borrowings related to this program are included in the Consolidated Balance Sheet (see Note 24).

F-37

        Accrued income consists mainly of supplier rebates and catalog contributions.

        Financial receivables relate to accruals for interest and profit tax.

        Other receivables and accruals include among others prepayments for labor costs and other operating costs (such as rent and insurance premiums).

        The movements in the allowance for doubtful accounts receivable are shown in Note 36.

19.    Working Capital

	December 31,
	2004		2003
Inventories	422		423
Accounts receivable	731		736
Accrued income (Note 18)	112		126
Other receivables and accruals (Note 18)	63		57
Accounts payable	(663	)	(644	)
Other payables and accruals (Note 25)	(246	)	(243	)
	419		456

20.    Capital Employed

	December 31
	2004	2003
Tangible fixed assets	190	208
Internally used software (including prepayments)	121	143
Working capital	419	456
Capital employed before goodwill	730	807
Goodwill	1,282	1,400
Total capital employed including goodwill	2,012	2,207

21.    Issued and Paid in Capital and Additional Paid-in Capital

        Buhrmann had an authorized share capital at December 31, 2004 of 610,000,000 shares, divided into 250,000,000 Ordinary Shares, 54,940,000 Preference Shares A, 305,000,000 Preference Shares B and 60,000 Preference Shares C. The Ordinary Shares may, at the option of the shareholder, be bearer shares or registered shares. The Preference Shares A and B can only be registered shares. The Preference Shares C are registered shares, but may under certain conditions be bearer shares. Each share has a nominal value of € 1.20.

        At December 31, 2004, the issued and paid-in share capital was divided into 191,452,135 issued shares, consisting of 138,126,528 Ordinary Shares, 53,281,979 Preference Shares A and 43,628 Preference Shares C, all of which have been fully paid-up. No Preference Shares B have been issued or are otherwise outstanding.

F-38

        At December 31, 2004, a total number of 531,364 Ordinary Shares were held in deposit in connection with the Share Option Plan (see Note 26). The carrying amount was €10 million at December 31, 2004 which is the value at which the shares were purchased.

        Issued and paid-in capital and additional paid in capital can be specified as follows:

As of December 31, 2004

	Issued and paid-in capital	Additional paid-in capital
Ordinary Shares	166	1,546
Preference Shares A	64	117
Preference Shares C	0	417
	230	2,080

As of December 31, 2003

	Issued and paid-in capital	Additional paid-in capital
Ordinary Shares	164	1,543
Preference Shares A	64	117
Preference Shares C	0	395
	228	2,055

As of December 31, 2002

	Issued and paid-in capital	Additional paid-in capital
Ordinary Shares	158	1,543
Preference Shares A	64	117
Preference Shares C	0	374
	222	2,034

        The additional paid-in capital for commercial and tax purposes is almost equal. The additional paid-in capital resulting from Preference Shares A and C can only be paid to the holders of these shares.

Voting rights

        The annual general meeting shall be held annually, and not later than 6 months after the end of the financial year. Extraordinary general meetings of shareholders shall be held as often as the Executive Board or the Supervisory Board deem necessary. Any general meeting of shareholders shall be held in Amsterdam.

F-39

        Pursuant to the Articles of Association, each share of capital stock is entitled to one vote, so that each share of Preference Shares A, Preference Shares B, Preference Shares C or Ordinary Shares is entitled to one vote in all matters properly brought before the shareholders of Buhrmann. Unless the Articles of Association or mandatory law provides otherwise, all shareholders' resolutions require an absolute majority of the votes.

Preference Shares A

        On December 31, 2004, all Preference Shares A had been taken into administration in Stichting Administratiekantoor Preferente Aandelen Buhrmann, or Trust Office, against which depositary receipts with limited convertibility were issued. The Trust Office was established under Dutch law in May 1994, and has its registered seat in Maastricht.

        The purpose of the Trust Office is to issue and administer registered depositary receipts of Preference Shares A. The holders of the depositary receipts receive all the economic benefits which attach to ownership of the Preference Shares A. The depositary receipts can be exchanged for Preference Shares A in accordance with the provisions of the Articles of Association. The Articles of Association provide that Preference Shares A may be transferred to natural persons only and that a transfer or issue of Preference Shares A or voting rights relating to Preference Shares A shall not be possible if such transfer would result in the acquirer acquiring more than one per cent. of the capital issued in the form of Preference Shares A or one per cent. of the voting rights attached to such shares. Our Articles of Association contain certain exceptions to these transfer restrictions and the Executive Board may under certain circumstances grant an exemption from these transfer restrictions.The depositary receipts are listed on Euronext N.V., Amsterdam.

        Notwithstanding the general provision in the Articles of Association which provides that each share of capital stock is entitled to one vote, an arrangement with the Trust Office exists such that the voting rights attached to the Preference Shares A held by the Trust Office that can be exercised at a general meeting of shareholders is determined by reference to the value of the Preference Shares A in proportion to the value of the Ordinary Shares in the capital of Buhrmann. The voting right is calculated on the basis of the total value of all Preference Shares A (calculated by multiplying the number of Preference Shares A outstanding and the stock market price of one depositary receipt for such Preference Share A) divided by the stock market price of one Ordinary Share, both on the last trading day of the month prior to the month in which the applicable shareholders' meeting is convened, capped at a maximum of one vote per Preference Share A.

        At the request of a holder of depositary receipts and subject to the transfer restrictions described above and certain limitations set out in the Articles of Association, the Trust Office will grant a written proxy, with the power of substitution, to the holder to exercise the voting rights attached to the underlying Preference Shares A. The administration conditions of the Trust Office provide that the voting rights to be exercised by a holder of depositary receipts, as proxy of the Trust Office, is also related to the capital interest of the depositary receipts held by the holder of the depositary receipts in proportion to the value of the Ordinary Shares, calculated in accordance with what is set out above. The voting right that may then be exercised by the depositary receipt holder, as proxy of the Trust Office, may be exercized the voting right attached to the Preference Shares A at his own discretion.

        The Trust Office is charged with exercising the voting rights attached to the Preference Shares A (except for those Preference Shares A for which it has issued a proxy) in a manner which primarily

F-40

safeguards the interests of the holders of depositary receipts, taking into account the interests of Buhrmann, its affiliates and all of its stakeholders.

        Pursuant to an amendment of the articles of association of the Trust Office effected in October 2004, the Trust Office may no longer restrict the granting of a proxy, or exclude or revoke a proxy already granted.

        The Preference Shares A are non-redeemable and earn cumulative dividends.

Preference Shares B

        Buhrmann may issue Preference Shares B, inter alia, as a (preventive) measure against a hostile acquisition of control or takeover bid. For this purpose, Buhrmann and the Stichting Preferente Aandelen Buhrmann have entered into a put and call option agreement relating to Preference Shares B. Pursuant to this agreement, under certain circumstances, Buhrmann has the right (and, under certain circumstances, the obligation) to issue and sell to the Stichting Preferente Aandelen Buhrmann, Preference Shares B, up to a maximum amount equal to the share capital of Buhrmann other than in the form of Preference Shares B, minus one. Once any Preference Shares B are issued to Stichting Preferente Aandelen Buhrmann, Buhrmann has the right to repurchase from Stichting Preferente Aandelen Buhrmann such Preference Shares B at their issue price plus accrued and unpaid dividends, if any. Under these circumstances, Stichting Preferente Aandelen Buhrmann has the right to require Buhrmann to repurchase the Preference Shares B held by it. Stichting Preferente Aandelen Buhrmann will exercise its voting rights attached to such Preference Shares B in accordance with its purpose. The purpose of Stichting Preferente Aandelen Buhrmann is to safeguard the interests of Buhrmann, the enterprise connected therewith and all interested parties in Buhrmann, with respect to, among other things, the continuity and identity of these enterprises. Upon issue of Preference Shares B, only 25 per cent of the nominal value is required to be paid-up. As of December 31, 2004, no Preference Shares B had been issued.

Preference Shares C

        On October 28, 1999, an aggregate of 35,000 Preference Shares C were issued to two US venture capital groups, Apollo Management IV L.P. and Bain Capital, LLC to provide part of the financing of the acquisition of Corporate Express. As of December 31, 2004, a total number of 43,628 Preference Shares C were issued to Apollo Management IV and Bain Capital. Each Preference Share C has a nominal value of €1.20 per share. The terms of the Preference Shares C were changed substantially as a result of a change in the Articles of Association that was approved by the Extraordinary General Meeting of Shareholders in October 2003.

Conversion

        The Preference Shares C are convertible, at the option of the holders, in whole or in part, into Ordinary Shares. The base conversion rate amounts to €13 (converted into US dollar as set forth in the Articles of Association). The Preference Shares C are subject to the usual anti-dilution protections, which can lead to an adjustment of the conversion price in case of share issuances subject to certain exceptions as described in the Articles of Association. In addition, the conversion price shall be reduced annually with an amount equal to 50% of the dividend distributed on Ordinary Shares. Following the dividend paid in April 2004 in respect of the financial year 2003, each Preference Share

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C is convertible into a number of Ordinary Shares equal to the liquidation preference divided by €11.8968. The liquidation preference of each Preference Share C is USD 10,000, plus accrued dividends.

Ranking

        The Preference Shares C have a preference with regard to dividend distributions and rights during liquidation and dissolution in respect of all existing and future series of common and preference shares, provided that they rank equal to the Preference Shares A.

Approval rights

        As long as there are outstanding Preference Shares C, Buhrmann may not repurchase or cancel Ordinary Shares and/or other Preference Shares, except for Preference Shares B, without the prior approval of the meeting of holders of Preference Shares C. Changes to the Articles of Association that negatively affect the rights pertaining to the Preference Shares C as well as certain other decisions such as acquisitions and divestments with a value in excess of USD 350 million and share issues require the prior approval of the meeting of holders of Preference Shares C or, depending on the type of decision, of certain holders of Preference Shares C. Furthermore, holders of Preference Shares C, under certain conditions, have the right to nominate a member of the Supervisory Board. For a description of this right please refer to the Report of the Supervisory Board.

Redemption

        If the closing price of the Ordinary Shares is at any time at or above 125% of the then prevailing conversion price for the Preference Shares C for a period of 30 consecutive trading days, Buhrmann may cancel or repurchase all outstanding Preference Shares C. The amount per Preference Share C to be paid will be, in the event that such cancellation or repurchase takes place (1) after the fourth anniversary but on or before the fifth anniversary of the issuance of the Preference Shares C, 105.50% of the liquidation preference; (2) after the fifth anniversary but on or before the sixth anniversary of the issuance of the Preference Shares C, 102.75% of the liquidation preference; and (3) following the sixth anniversary of the issuance of the Preference Shares C, 100% of the liquidation preference. The liquidation preference for each Preference Share C is USD 10,000 plus accrued dividends.

        On the eleventh anniversary of the issue date, Buhrmann has the right, in its sole discretion, to cancel or repurchase the Preference Shares C at 100% of the liquidation preference.

        If there is a change of control (as such term is defined in the Articles of Association) of Buhrmann or the office products business of Buhrmann in the United States, the holders of the Preference Shares C can request that Buhrmann cancel or repurchase all of the outstanding Preference Shares C at 101% of the liquidation preference.

Dividends

        The proposed dividend for a financial year must be approved by the Annual General Meeting of Shareholders, which is typically held in April of the following financial year, and the dividend is paid after this meeting. Dividend payments are only allowed to the extent that the shareholders' equity is in excess of the sum of the paid-up capital and any reserves required under Dutch law. Under the Articles

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of Association, before the dividend will be paid to any other class of shares, the dividend with respect to the Preference Shares A and Preference Shares C must be paid first from the profits earned in any given financial year.

        The annual dividend on the Preference Shares C is equal to a percentage of the liquidation preference of such shares (which is USD 10,000). For the year 2003, the percentage was equal to 5.5%, for the years 2004 and 2005 the percentage is equal to 6%, for the years 2006, 2007 and 2008 the percentage is equal to 6.5%, for the year 2009 the percentage is equal to 7.5% and for the year 2010 and the following years the percentage is equal to 8.5%, subject to adjustment under certain circumstances as set forth in the Articles of Association.

        The annual dividend on the Preference Shares C may, at the option of Buhrmann, be distributed in cash or in the form of additional Preference Shares C.

        The annual dividend on the Preference Shares A is fixed for successive periods of eight years. For the period ending December 31, 2009 the dividend is equal to €0.21 per annum. The annual dividend on the Preference Shares A is based on a percentage of the liquidation preference of those shares (which is €3.40355) which percentage is equal to 1.25 points above the arithmetic mean of the average effective yields on Dutch government bonds with terms of seven to eight years, as calculated by the Central Office for the Statistics and published in the Official Stock Exchange List of Euronext Amsterdam.

        From the balance of the remaining profits after the dividend on the Preference Shares A and Preference Shares C have been paid, Buhrmann will pay a dividend on the Preference Shares B, if such Preference Shares B have been issued, the percentage of which to be calculated over the paid up portion of the nominal value is equal to the repurchase interest rate of the European Central Bank plus or minus a maximum of three percentage points, to be determined by the Executive Board and subject to the approval of the Supervisory Board. The profit remaining after payment of dividends on the Preference Shares A, Preference Shares C and (where applicable) Preference Shares B may be distributed as a dividend to the holders of the Ordinary Shares, subject to any allocation to reserves. The general meeting of shareholders may, at the proposal of the Executive Board which has been approved by the Supervisory Board, resolve that a payment of dividend on Ordinary Shares be wholly or partly in shares.

        In the event that for any given fiscal year the dividend payments referred to above cannot be made (in whole or in part) because there are not sufficient profits, payment of the deficiency shall be made out of the profits from succeeding financial years. First insofar as possible pro rata parte on the Preference Shares A and Preference Shares C and thereafter on the issued Preference Shares B if any are issued.

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22. Provisions

        The movements in provisions are as follows:

	Total		Deferred taxes		Pensions		Other provisions Integration and restructuring		Other
Position at December 31, 2003:
Long-term	274		177		18		11		68
Short-term	52		—		—		31		21
Total provision	326		177		18		42		89
Payments	(40	)	—		(3	)	(29	)	(8	)
Additions charged to result	18		—		2		8		8
Releases to result	(40	)	(29	)	—		—		(11	)
Transfer deferred tax assets	(33	)	(33	)	—		—		—
Translation differences	(7	)	(6	)	—		—		(1	)
Total changes	(103	)	(68	)	(1	)	(21	)	(13	)
Position at December 31, 2004:
Long-term	199		109		16		12		62
Short-term	24		—		1		9		14
Total provision	223		109		17		21		76

        The long-term balance at December 31 reflects amounts payable after more than one year. Amounts payable within one year are recorded as current liabilities.

        Deferred taxes are detailed in Note 23.

        The provision for pensions at December 31, 2004 and 2003 primarily relates to obligations regarding unfunded defined benefit plans. In the Netherlands and the United Kingdom, these defined benefit plans are funded with plan assets segregated in separate trusts to which the Company makes contributions. In case these (non-consolidated) trusts require additional contributions due to local statutory minimum funding requirements, a provision is recorded. Premiums and other contributions paid to these trusts are included in labor costs.

        Provisions for integration and restructuring mainly relate to the cost saving restructuring measures in the Office Products operations in North America and Europe. During 2004, €17 million was spent. The additions amounted to €8 million and related mainly to restructuring activities and vacant properties in the Office Products Europe Division.

        Other provisions include primarily warranties regarding product liability, indemnifications with respect to divested businesses and various other contractual risks.

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23. Deferred taxes

        The components of deferred tax assets and deferred tax liabilities are as follows:

	December 31
	2004		2003
Loss carry-forwards	1,108		1,078
Deferred tax assets
Tax loss carry-forwards	424		420
Temporary differences	63		57
Nominal deferred tax asset	487		477
Valuation allowances	(152	)	(111	)
Deferred tax asset (under Financial Fixed Assets)	335		366
Deferred tax liabilities
Fixed assets	(73	)	(115	)
Other	(36	)	(62	)
Deferred liabilities (under Provisions)	(109	)	(177	)

        Buhrmann has operating loss carry-forwards at December 31, 2004 of approximately €1,108 million (2003: €1,078 million). Expiration is approximately as follows:

2005 to 2018	138
2019 to 2022	214
Beyond 2022 and unlimited	756
	1,108

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24. Long-term liabilities

	December 31,
	2004		2003
	Total	>5 years	Total	>5 years
Subordinated loans:
Convertible Bond	115	115	115	115
High Yield Bonds	110	110	277	277
	225	225	392	392
Other loans:
Term Loans A	96	—	112	27
Term Loans B	—	—	347	333
Term Loans C	413	396	—	—
Revolver	—	—	—	—
Securitized Notes	74	—	79	—
Other	14	—	19	3
	597	396	557	363
Total Subordinated and other loans	822	621	949	755

Convertible Bond

        A 7-year Subordinated Convertible Bond Loan with listing at the Amsterdam Stock Exchange was issued in 2003 for the amount of €115 million, with a coupon of 2% payable annually on June 18. The bonds are convertible into Buhrmann Ordinary Shares at a conversion price of €8.40 per share. This loan must be redeemed on or before December 18, 2010. Buhrmann has the option to redeem the loan after July 9, 2008 if the official closing price of Buhrmann's Ordinary Shares has been in excess of 150% of the conversion price for 20 trading days in a period of 30 trading days. The Convertible Bonds were issued at par. The market value of the Convertible Bond at December 31, 2004 amounted to €125 million.

High Yield Bonds

        A 10-year, Subordinated Bond Loan was issued in 2004 for the amount of USD 150 million (2014 Notes), with a coupon of 8¹/4%, payable semi-annually. This loan must be redeemed on July 1, 2014. At any time before July 1, 2007, Buhrmann can choose to redeem up to 35% of this loan at a redemption price of 108.25% of the principal amount, with proceeds raised in one or more equity offerings made by Buhrmann, as long as certain conditions are met. Thereafter, the whole loan, or part of it, can be redeemed at contractual rates above par (starting per July 1, 2009 at 104.125%, decreasing annually). The market value of the High Yield Bond at December 31, 2004 amounted to USD 152 million (€112 million).

        In July 2004, Buhrmann made a succesfull tender offer for its USD 350 million Subordinated Bond Loan which was issued in 1999 (2009 Notes). A premium of €27 million was paid to holders who tendered their bonds. The bonds that were not tendered were early redeemed in November 2004 at contractual rates.

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Senior Credit Facility (Term loan A, Term Loans B, Term Loans C and Revolver)

        The Senior Credit Facility was arranged in 2003 and funded on December 31, 2003. The Senior Credit Facility consisted of a Term Loan A of €120 million and Term Loans B with tranches of €50 million and USD 380 million plus a working capital facility of €255 million (Revolver). The collateral provided for the Senior Credit Facility is a pledge on assets of Buhrmann N.V., including all its material existing and future operating companies in the United States and the Netherlands. Borrowings under the Senior Credit Facility bear interest at floating rates related to LIBOR for the relevant currency for varying fixed interest periods. The interest rate margins vary with the leverage ratio (pricing grid). The initial margin for both the Revolver and the Term Loan A is 2.50% and for the Term Loans B 2.75%. The Revolver carries a fee of 0.75% for the undrawn balance. The documentation of the Senior Credit Facility allows for an increase in the Revolver as well as increases in term loans subject to meeting certain conditions such as a maximum leverage ratio. This gives the Company the opportunity to raise funds for refinancing other components of the capital structure such as the High Yield Bond.

        In July 2004, the Term Loans B were converted into Term Loans C. At the same time, the Term Loans C were increased by USD 125 million and the initial interest rate margin was decreased to 2.50%. Currently, the Senior Credit Facility consists of the Term Loan A of €112 million, the Term Loans C with tranches of €50 million and USD 500 million and the Revolver of €255 million. At December 31, 2004 the applicable margins were 2.25% and 2.50% for the Term Loans A and C, respectively.

        The interest rates in effect at December 31, 2004 and 2003 were as follows:

	2004		2003
Term loan A €	4.412	%	4.750	%
Term loan B €	—		5.000	%
Term loan C €	4.660	%	—
Term loan B USD	—		3.908	%
Term loan C USD	4.940	%	—

        The market value of the new Senior Credit Facility is primarily determined by credit status. Interest rate developments have a limited influence since these loans have a floating interest. Although these loans are not traded publicly, indication of market values can be obtained through the agent. The market value at December 31, 2004 approximated the book value.

        The new Senior Credit Facility is subject to a variety of conditions as is customary for these types of facilities and the financial position of Buhrmann. For example, specific minimum or maximum financial ratios ("covenants") must be met such as:

Interest coverage ratio:	EBITDA/Interest expense
Fixed charge ratio:	EBITDA + rent + lease expenses/Fixed charges
Leverage ratio:	Indebtedness/EBITDA

        The definitions of certain accounting numbers for covenant calculation purposes (for example: operating result before depreciation of tangible fixed assets and internally used software and before amortization and impairment of goodwill (EBITDA) as well as exceptional items and indebtedness)

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may differ from figures as published in these Consolidated Financial Statements due to specific contractual arrangements. Also, income statement items used in covenants are calculated on a rolling twelve monthly basis. More detailed information on the covenant levels is available on the website of Buhrmann. The actual covenant ratios at December 31, 2004 comply with the threshold ratios as per loan covenants.

Securitized Notes

        The Company has an Accounts Receivable Securitization Program under which funds are raised by pledging accounts receivable from subsidiaries in the Netherlands and the USA as security for short-term and medium-term borrowings. The accounts receivable are sold to Buhrmann Silver SA and Buhrmann Silver US LLC, which in turn pledge the accounts receivable to third-party dedicated entities as security for short-term borrowings in the form of Short Term Notes and Medium Term Notes. At December 31, 2004, accounts receivables of €239 million were pledged under this program. The program delivers funding at attractive rates and at the same time diversifies sources of capital and increases financial flexibility. Both receivables and borrowings related to this program are included in the Consolidated Balance Sheet.

        The Short Term Notes are issued in USD, reflecting the currency of the pledged receivables. The amount of Short Term Notes outstanding against the receivables pledged, fluctuates as a result of liquidity requirements, advance rates calculated and invoices outstanding. No Short Term Notes were outstanding during 2004. To ensure availability of re-financing for the Notes, a back-up liquidity facility has been arranged.

        In July 2002, Medium Term Notes in USD and GBP were issued. As a consequence of the sale of the Paper Merchanting Division, the collateral for the Notes denominated in GBP in the form of receivables denominated in GBP generated by Paper Merchanting companies in the UK, no longer existed. At December 31, 2004, USD 100 million of Medium Term Notes were outstanding. The average interest margin including issuers cost, is approximately 0.5% over LIBOR at December 31, 2004 and 2003.

        The market value of the Medium Term Notes approximates their book value as the Notes bear variable interest and due to their relatively short maturities.

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Breakdown of long-term debt by currency

	December 31,
	2004	2003
As issued:
€	265	280
USD	555	666
Other	2	3
	822	949
After hedging with forward exchange and currency swaps:
€	107	225
USD	664	693
Other	51	31
	822	949

        Buhrmann aims to incur its debt by currency after hedges approximately in proportion to the forecasted split of operating result before depreciation of tangible fixed assets and internally used software and before amortization and impairment of goodwill and before exceptional results over the major currencies. Forward foreign exchange and currency swaps are used to adjust the currency profile of the loans issued towards the desired position in order to achieve the hedging as per policy.

Buhrmann's forward foreign exchange and currency swap contracts at December 31, 2004

Contract	Maturity	Weighted average contractual exchange rate	Notional amount	Fair value
Buy €/sell SEK	<1 year	8.98	39	0
Buy €/sell USD	<1 year	1.36	109	0
Buy €/sell GBP	<1 year	0.71	10	0
			158	0

        The total fair value at December 31, 2003 of the forward foreign exchange and currency swap contracts was less than €1 million negative.

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Breakdown of long-term debt by interest profile

	December 31, 2004
	Fixed	%	Floating		%
Subordinated Loans	225	28	—		—
Private loans and bank overdrafts	2	0	595		72
	227	28	595		72
Interest swaps >1 year	294		(294	)
Total	521	63	301		37

        Buhrmann aims to incur a certain minimum level of fixed rate debt in relation to the interest cover. Interest rate swaps are used to adjust the interest profile of the loans towards the desired position in order to achieve the hedging as per policy.

Buhrmann's Interest Rate Swap (IRS) contracts at December 31, 2004

        IRS in USD; Buhrmann pays fixed and receives 3 month LIBOR:

Maturity	Notional amount	Average interest rate in %	Fair value
<1 year	128	2.33	0
<2 years	37	2.74	0
<3 years	128	4.27	(2	)
<5 years	128	4.27	(3	)
Total	422	3.68	(5	)

        The total fair value at December 31, 2003 of the interest rate swap contracts was €10 million negative.

        The estimated fair value of the outstanding currency and interest swap contracts indicates how much would be paid or received in exchange for termination of the contracts without further commitments as per the balance sheet date, and is included in the tables above.

Effective interest rate

        The average blended effective interest rate, including margin, was 6.8% in 2004 and 9.1% in 2003.

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Repayment schedule for long-term debt

	Year	Term Loans A	Term Loans C	Other	Total Redemption
Short-term	2005	16	4	19	39
Long-term	2006	16	4	12	32
	2007	26	4	74	104
	2008	26	4	—	31
	2009	27	4	2	34
	2010	—	396	115	511
	2011 and beyond	—	—	110	110
		96	413	312	822
Total		112	417	331	861

        The installments in 2005 of €20 million for both Term Loans A and C fall due in March, June, September and December. Other includes the High Yield Bond, Revolver and Medium-term Securitized Notes. There were no Short-term Securitized Notes outstanding at December 31, 2004. The average remaining term of long-term debt is approximately 5.7 years.

25. Other liabilities

	December 31,
	2004	2003
Taxes and social security contributions	57	59
Employee benefits other than pensions	88	77
Advance payments on orders	16	10
Short-term provisions	15	21
Other accrued liabilities	70	76
	246	243
Short-term provisions acquisition and restructuring related (see Note 22)	9	31
Financial payables and accruals	18	8
Dividend Preference Shares A	11	11
Total	284	293

        Financial payables and accruals mainly includes interest.

26.    Share Option Plan

        There is a share option plan in place, the "Buhrmann Incentive Plan," which is designed as an incentive to managers working within the Group. In addition, the Annual General Meeting of Shareholders held on April 29, 2004 adopted a new share option plan as described below under "New Buhrmann Incentive Plan."

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Buhrmann Incentive Plan

        The maximum percentage of option rights that may be granted under this Plan in any year is 1.25% of the number of outstanding Ordinary Shares. This reflects the requirements of the business given our geographic spread (in particular, the United States of America) and specific human resource management needs for critical business activities.

        The options granted up to and including 2002 have a term of five years and can be exercised only after three years. From 2003, the options have a term of seven years. The Buhrmann Incentive Plan (up to and including 2003) did not apply performance conditions to either the grant or the vesting of options.

New Buhrmann Incentive Plan

        At the Annual General Shareholders' meeting held on April 29, 2004, shareholders approved the adoption of a new share option plan. Pursuant to this new Buhrmann Incentive Plan, the number of options granted is dependent on the performance of the Company relative to a peer group as measured over a three-year period up to the vesting date. Approximately 370 managers have been invited to participate in the new Buhrmann Incentive Plan effective as from May 1, 2004.

        The performance of the Company will be measured by the concept of total shareholder return, or TSR. Using TSR, which shows the total return to shareholders as a combination of share price appreciation and dividends distributed, the performance of the Company's shares against other companies' shares can be compared over the relevant (three-year) period.

        The financial performance of the Company, as measured by TSR will be compared to the TSR of a peer group of up to twelve companies. The criteria for a company to fit within this peer group of companies includes, among other things, that such company (i) be in the same or similar industry as Buhrmann; (ii) have a comparable business model to Buhrmann; (iii) be listed or traded on a major stock exchange; (iv) have a minimum market capitalization; (v) be present in at least North America or Europe; and (vi) be considered a peer of Buhrmann by both the investor community and by Buhrmann itself.

        The peer group companies for option grants under the new Buhrmann Incentive Plan in 2004 are: Boise Cascade Corp. (after a restructuring in 2004, renamed: OfficeMax, Inc.); Office Depot, Inc.; Staples, Inc.; United Stationers, Inc.; W.W. Grainger, Inc.; Hagemeyer N.V.; Manutan International S.A.; Rexel S.A.; Genuine Parts Company; Bunzl PLC; Randstad Holding NV and Wesco International, Inc. The composition of the peer group may be changed by the Supervisory Board after 2004, provided that the above listed peer group criteria are met. In addition, where options have been granted, but have not yet begun vesting, the Supervisory Board may change the composition of the peer group with respect to that grant, if a peer group company at the time of grant no longer meets one or more of the criteria. In this respect it is noted that in view of the announcement that Rexel S.A. will be delisted in the course of 2005, the Supervisory Board has decided not to replace this company in the peer group, which will therefore effectively be reduced to 11 companies. The Supervisory Board continues to regard Boise Cascade, Corp. as a company in the peer group after its restructuring and name change to OfficeMax, Inc. Thus, the peer group for the options to be granted under the Buhrmann Incentive Plan in 2005 will consist of eleven companies, including OfficeMax, Inc., but excluding Rexel S.A.

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        The TSR for each peer group company will be calculated over the three-year period following each annual grant of options under the new Buhrmann Incentive Plan, and each peer group company will be ranked in descending order of generated TSR to determine the relative position of Buhrmann. After three years the vesting of options granted under the new Buhrmann Incentive Plan will be based upon the TSR ranking of Buhrmann relative to the applicable peer group, as follows:

TSR ranking of Buhrmann	% of options granted vesting
1	200
2	175
3	150
4	125
5	100
6	75
7	50
8-13*	0

*

This will be 8-12 after the reduction of the peer group to eleven companies as described above.

        The provisional ranking of Buhrmann for the 2004 grant as at December 31, 2004 was number ten out of thirteen.

        The maximum number of options authorized for the 2004 grant under the new Buhrmann Incentive Plan was 1,708,649, representing 1.25% of the total number of Ordinary Shares outstanding as of 3 May 2004, the date of the option grant. The number of options vesting may be increased up to 2.5% if, as a result of the Company's performance relative to the peer group, more than 100% of the granted options vest. In addition, a maximum of 20% of the total number of options granted in any one year may be granted to Members of the Executive Board. The allocation of options granted under the new Buhrmann Incentive Plan to individual Members of the Executive Board will be determined by the CNCG Committee.

        The exercise price for option rights is the closing price of Buhrmann's Ordinary Shares on the first trading day on which day Buhrmann's Ordinary Shares are quoted ex-dividend. Those entitled to options are bound by internal regulations designed to prevent insider trading. Options granted are in principle hedged by purchasing the shares required on or close to the grant date. Options may not be hedged if the financial position of the Group gives rise to a decision not to purchase the shares required. Considerations for evaluating the financial position are the growth prospects and its required financing, as well as its capital structure. On the basis thereof it was decided not to purchase shares for this purpose in 2004, 2003 and 2002.

        The fair value of the option rights was estimated on the basis of the Black & Scholes option price determination model, based on the following assumptions:

	2004		2003		2002
Expected dividend yield	2.3	%	2.3	%	2.3	%
Expected share price volatility	63.5	%	65	%	65	%
Risk-free interest rate	4.0	%	4.5	%	4.5	%
Expected term	5 years		4 years		4 years

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        The pro-forma remuneration cost of all the option rights assigned to management is €6 million for 2004 (€5 million for 2003 and €6 million for 2002). Due to the performance hurdle introduced in 2004, the Black & Scholes' value is discounted for the probability of granting the option rights, assuming a one-period approach (discount factor amounts to 33%). The annual remuneration cost is calculated by taking the fair value of the options granted over the last three years spread evenly over the blocked exercise period (vesting) of three years. The fair value of the option rights is estimated by using expected dividend yield and share price volatility based on historic track records at the date of granting the options. These values do not constitute the market value. The assumptions were used exclusively for this calculation and do not necessarily provide an indication of expectations of management regarding developments in the future.

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        Specified statement of all options outstanding (including option rights held by the Members of the Executive Board)

	Number of outstanding option rights			Average exercise price in €	Term	Fair value in €**
Granted in 1999 (690,000):						2.8 million
Balance at the end of 2003	416,500
Lapsed in 2004	(416,500	)
Outstanding at the end of 2004			—	*—	—
Granted in 2000 (1,141,021):						11.9 million
Balance at the end of 2003	819,138
Lapsed in 2004	(32,489	)
Outstanding at the end of 2004			786,649	*27.48	2005
Granted in 2001 (1,263,200):						10.0 million
Balance at the end of 2003	968,528
Lapsed in 2004	(47,255	)
Outstanding at the end of 2004			921,273	*20.09	2006
Granted in 2002 (1,563,928):						9.9 million
Balance at the end of 2003	1,375,465
Lapsed in 2004	(51,872	)
Outstanding at the end of 2004			1,323,593	*13.76	2007
Granted in 2003 (1,575,000):						2.1 million
Balance at the end of 2003	1,467,067
Lapsed in 2004	(52,367	)
Outstanding at the end of 2004			1,414,700	*2.87	2010
Granted in 2004 (1,708,649):						4.4 million
Granted in May 2004	1,708,649
Lapsed in 2004	(100,623	)
Outstanding at the end of 2004			1,608,026	*7.79	2011
Total outstanding at the end of 2004			6,054,241	12.38

*

Under Dutch fiscal rules, management receiving options could under the Buhrmann Incentive Plan up to and including 2003 elect to accept a 25% higher exercise price. The base exercise price was set at €7.79 in 2004, €2.85 in 2003, €13.69 in 2002, €19.61 in 2001 and €26.35 in 2000, equalling the share price at close of business on the Amsterdam Stock Exchange on May 3, 2004, May 2, 2003, May 6, 2002, April 20, 2001 and April 17, 2000 respectively.

**

The fair value is calculated using the Black & Scholes option price determination model.

        The Company granted interest-bearing loans to the Dutch optionees up to and including 2002 to finance their upfront tax obligations resulting from the options granted and which are due at the date of grant. The loans of Members of the Executive Board extended within this context are listed in Note 13. As of 2003, these loans have not been and will no longer be granted.

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27.    Interest-bearing debt

		December 31,
		2004		2003
Long-term liabilities:
	Subordinated Convertible Bonds	115		115
	Subordinated High Yield Bonds	110		277
	Other loans	597		557
Current liabilities:
	Loans	33		28
	Credit institutions	6		5
Cash and deposits		(154	)	(145	)
		707		836

        Movements schedule interest-bearing debt:

		2004		2003
Interest-bearing debt at the beginning of the financial year		836			1,735
Decrease due to cash flow from operational activities		(223	)		(272	)
Increase/decrease due to cash flow from investment activities		82			(544	)
Other:
Dividend payments	11			9
Payments for interest rate swap settlements	—			40
Paid financing fees and tender premiums	39			25
Payments to minority shareholders	8			7
		58			81
Translation differences		(46	)		(164	)
Interest-bearing debt at the end of the financial year		707			836

28.    Guarantee Capital

	December 31,
	2004	2003
Group equity	1,474	1,484
Subordinated Loans	225	392
Total	1,699	1,876

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29.    Commitments not included in the Balance Sheet

	December 31, 2004		December 31, 2003
Rental and operational lease commitments
These are due as follows:
Within 1 year	75		85
After 1 year but within 5 years	191		216
After 5 years	122		135
		388		436
Repurchase guarantees
These lapse as follows:
Within 1 year	16		20
After 1 year but within 5 years	30		40
After 5 years	6		4
		52		64
Other
These lapse as follows:
Within 1 year	9		22
After 1 year but within 5 years	2		2
		11		24
Total commitments		451		524

        Rent and operational lease commitments of €388 million in total at December 31, 2004 are primarily related to distribution facilities and offices that the Company leases under non-cancelable operating leases. The amounts are the nominal value of future lease payments netted for sub-lease income.

        Repurchase guarantees of €52 million in total at December 31, 2004 mainly relate to repurchase guarantees concerning graphic machines sold to customers and financed by external financing companies. Should the customer be declared in default, the respective financing company has a right of recourse against Buhrmann, which, in general, will be lower than market value. The amount included in the table is the maximum exposure under these guarantees.

        Other commitments not included in the balance sheet include investment commitments relating to expenditure on projects, such as the development of IT systems.

        In addition, the Company had certain contingent liabilities, commitments and guarantees which are not included in the table above and which are discussed below.

        Buhrmann's operating companies in Europe offer a variety of defined benefit plans, in addition to Government schemes, as part of the remuneration package. In countries like the Netherlands and the United Kingdom, the defined benefit plans are separated from Buhrmann in pension funds to which Buhrmann makes contributions. For its employees in the United States, Buhrmann sponsors several defined contribution plans and a defined benefit plan with a relatively small number of participants. Depending on specific financing arrangements and funding levels, Buhrmann may incur liabilities for

F-57

certain deficits which amounted to €10 million at December 31, 2004. No provisions were recorded in the balance sheet at December 31, 2004 in connection with this liability.

        Buhrmann has entered into a number of forward foreign exchange and currency swap contracts and interest rate swap contracts which had an estimated negative fair value of €5 million at December 31, 2004. The estimated fair value of the outstanding forward foreign exchange and currency swap contracts and interest rate swap contracts indicates how much Buhrmann would have to pay as per the balance sheet date in exchange for termination of these contracts without further commitments.

        Buhrmann has issued certain performance guarantees, usually in the form of standby letters of credit, to an estimated maximum amount of €4 million at December 31, 2004. The major part of these guarantees expire latest on September 1, 2007.

        Buhrmann has issued guarantees of the indebtedness of a third-party to a maximum amount of €3 million at December 31, 2004.

30.    Legal proceedings

        Buhrmann is involved in various routine legal proceedings incidental to the conduct of its business. Buhrmann does not believe that any of these legal or regulatory proceedings will have a material adverse effect on its financial condition, results of operations or cash flows other than the proceedings disclosed below.

Paper Merchanting Germany: Anti-trust

        In April 2000, the German competition authorities (the Bundeskartellamt or "BKA") launched an investigation against a number of German paper merchants, among which is Buhrmann's former subsidiary Deutsche Papier Vertriebs GmbH, alleging a violation of anti-trust rules in Germany in a number of regions. On April 30, 2004 the BKA imposed a fine of €7.6 million on Deutsche Papier Vertriebs GmbH and eleven other paper merchants in Germany. The fine relates to the period between 1995 and 2000 and covers the whole of Germany with the exception of the South. Deutsche Papier and the accused individuals do not agree with the fine and the calculation thereof and have appealed against this fine. A third-party investigation into the alleged surplus profit in a number of regions and a third-party investigation into the calculation of the surplus profit used by the BKA substantiated Buhrmann's position that the fine reflects an overestimation of any assumed possible surplus profit. Buhrmann has given an indemnity to PaperlinX Limited, the buyer of the Paper Merchanting Division, of which Deutsche Papier is a part, with respect to this case.

Paper Merchanting Germany: completion accounts

        Under the Agreement for the Sale and Purchase of the Paper Merchanting Division of Buhrmann N.V. dated September 8, 2003 a post-completion dispute has arisen as to the valuation of a property in Germany for the purpose of inclusion in the completion accounts. The completion accounts are the basis for the calculation of the final purchase price. The valuation difference amounts to € 7 million. The matter is currently pending the decision of an arbitral award. Once the value of the property has been determined, final settlement of the purchase price can take place.

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Holdings: Agena S.A.-Béfec

        In 1994 Buhrmann issued arbitration proceedings against the sellers of the French company Agena S.A., an acquisition made in 1991. Buhrmann's claim for damages was based on a misrepresentation of the financial position of the company in the acquisition balance sheet. These proceedings resulted in an arbitral award adjudicating damages to the amount of € 79 million received in 2003. In 1995 proceedings had also started against Béfec (a predecessor of PricewaterhouseCoopers, France), the accountants who in 1991 had certified the acquisition balance sheet. These proceedings were adjourned in anticipation of the outcome of the arbitration proceedings against sellers. The matter against Béfec was resumed after the arbitral award. Béfec raised preliminary defence against the claim which was rejected in the first instance. Although the defendant appealed against this judgment it may reasonably be anticipated that the principal matter will be permitted. Buhrmann is claiming damages to the amount of € 134 million plus interests and costs. It is estimated that a final decision may still take a considerable period.

        Under U.S. GAAP, a contingent asset is disclosed when it is probable that an inflow of an economic benefit will be realized and the amount is estimable. In practice, contingent assets are not disclosed until the amount and timing of the inflow is known to the company (e.g., there is a firm commitment from the counter party). Accordingly, the above contingent asset would not be disclosed in accordance with U.S. GAAP, FAS 5, given the uncertainty as to its realization and timing of realization, if at all.

31.    Segment Information

        As of December 31, 2004, the Buhrmann Group consist of four divisions. The Office Products North America Division, Office Products Europe Division and Office Products Australia Division supply office products and office furniture to large and medium-sized companies. The Office Products Europe Division and Office Products Australia Division are combined for reporting purposes. The Graphic Systems Division supplies pre-press systems, printing presses, folding, cutting and binding machines in six European countries and also provides service and maintenance for its customers. The Paper Merchanting Division sold paper to printers, publishers and the office market until it was sold with effect from October 31, 2003.

        Corporate items are not allocated to the Divisions and include costs incurred by the Corporate Head Office as well as costs and assets relating to geographical holding companies.

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Operating segments 2004

	Office Products North America		Office Products Europe/ Australia		Graphic Systems		Corporate items		Total
Net sales	3,628		1,500		411		—		5,539
Added value	961		420		95		—		1,476
Depreciation of tangible fixed assets and internally used software	(60	)	(20	)	(4	)	—		(84	)
Operating result before amortization and impairment of goodwill	171		53		—		(18	)	206
Amortization of goodwill	(33	)	(6	)	—		(6	)	(45	)
Operating result	138		47		—		(24	)	161
Exceptional operating results	—		(5	)	—		—		(5	)
Goodwill	914		194		3		171		1,282
Total assets	2,356		613		211		301		3,481
Total liabilities	693		275		114		925		2,007
Capital employed before goodwill	505		149		85		(9	)	730
Capital expenditure	44		11		4		—		59

Operating segments 2003

	Office Products North America		Office Products Europe/ Australia		Graphic Systems		Corporate items		Sub total		Paper Merchanting		Total Group
Net sales	3,939		1,479		369		—		5,787		2,266		8,053
Added value	1,018		392		85		—		1,495		359		1,854
Depreciation of tangible fixed assets and internally used software	(63	)	(20	)	(4	)	—		(87	)	(17	)	(104	)
Operating result before amortization and impairment of goodwill	152		38		(13	)	42		219		57		276
Amortization and impairment of goodwill	(37	)	(61	)	—		(5	)	(103	)	(2	)	(105	)
Operating result	115		(23	)	(13	)	37		116		55		171
Exceptional operating results	(7	)	(7	)	(1	)	58		43		8		51
Goodwill	1,017		197		3		183		1,400		—		1,400
Total assets	2,494		619		219		345		3,677		—		3,677
Total liabilities	597		266		113		1,217		2,193		—		2,193
Capital employed before goodwill	553		162		108		(16	)	807		—		807
Capital expenditure	40		22		6		—		68		11		79

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Operating segments 2002

	Office Products North America		Office Products Europe/ Australia		Graphic Systems		Corporate items		Sub total		Paper Merchanting		Total
Net sales	4,931		1,540		489		—		6,960		2,988		9,948
Added value	1,261		413		118		—		1,792		461		2,253
Depreciation of tangible fixed assets and internally used software	(69	)	(20	)	(4	)	—		(93	)	(21	)	(114	)
Operating result before amortization and impairment of goodwill	197		64		23		(16	)	268		74		342
Amortization and impairment of goodwill	(470	)	(139	)	—		(4	)	(613	)	(30	)	(643	)
Operating result	(273	)	(75	)	23		(20	)	(345	)	44		(301	)
Goodwill	1,262		249		3		172		1,686		102		1,788
Total assets	3,088		695		240		231		4,254		1,155		5,409
Total liabilities	775		288		130		1,963		3,156		442		3,598
Capital employed before goodwill	731		193		116		1		1,041		654		1,695
Capital expenditure	62		21		5		—		88		19		107

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32.    Enterprise wide disclosures

	United States		The Netherlands (incl. Corporate)		Germany		United Kingdom		Rest of European Union members		Australia/ New Zealand		Rest of the world		Total
Sales by country of destination
Year ended December 31, 2004	3,268		281		321		148		710		589		222		5,539
Year ended December 31, 2003	3,667		772		701		884		1,188		496		345		8,053
Year ended December 31, 2002	4,665		961		817		1,251		1,458		419		377		9,948
Depreciation of tangible fixed assets and internally used software
Year ended December 31, 2004	(58	)	(5	)	(4	)	(3	)	(7	)	(5	)	(2	)	(84	)
Year ended December 31, 2003	(61	)	(11	)	(8	)	(7	)	(10	)	(4	)	(3	)	(104	)
Year ended December 31, 2002	(67	)	(12	)	(8	)	(7	)	(11	)	(3	)	(6	)	(114	)
Operating result
Year ended December 31, 2004	116		(14	)	(10	)	0		6		48		15		161
Year ended December 31, 2003	96		—		(10	)	22		12		31		20		171
Year ended December 31, 2002	(296	)	33		(15	)	28		(101	)	33		17		(301	)
Net investments in tangible fixed assets and internally used software
Year ended December 31, 2004	42		3		1		1		5		5		2		59
Year ended December 31, 2003	38		13		2		5		11		7		3		79
Year ended December 31, 2002	63		17		2		5		9		8		3		107
Long lived assets*
Year ended December 31, 2004	1,095		23		7		10		175		246		37		1,593
Year ended December 31, 2003	1,227		27		10		12		180		257		38		1,751
Capital employed before goodwill
Year ended December 31, 2004	455		19		26		10		125		54		41		730
Year ended December 31, 2003	508		31		43		9		137		42		37		807
Total assets
Year ended December 31, 2004	2,235		98		69		45		567		379		88		3,481
Year ended December 31, 2003	2,421		153		80		39		528		375		81		3,677
Total liabilities
Year ended December 31, 2004	1,295		288		55		43		213		87		26		2,007
Year ended December 31, 2003	1,444		314		46		42		238		87		22		2,193

*

long-lived assets include tangible and intangible fixed assets

33.    Subsequent Events

Repurchase Preference Shares C

        On February 22, 2005, Buhrmann reached agreement with all the holders of the Preference Shares C regarding the purchase by Buhrmann of all 43,628 issued and outstanding Preference Shares C for an aggregate purchase price of $520 million in cash together with certain options to acquire Ordinary Shares of Buhrmann in certain defined circumstances. The repurchase of the Preference Shares C is conditional on, among other things:

•

the approval of the repurchase of Preference Shares C by an extraordinary meeting of shareholders;



•

the raising of adequate finance for the repurchase of the Preference Shares C in a form and amount satisfactory to us; and

F-62

•

the approval of the agent security trustee under the Senior Credit Facility.

        An Extraordinary General Meeting of Shareholders was held on March 11, 2005 in which the shareholders approved the repurchase of the outstanding Preference Shares C, a change of Articles of Association and the issue of up to 80 million new Ordinary Shares. The agent security trustee under the Senior Credit Facility has approved the repurchase of Preference Share C. Buhrmann expects that all other conditions to the repurchase of Preference Shares C will be satisfied on or around April 1, 2005.

Placement of 7⁷/8% Senior Subordinated Notes due 2015

        On March 2, 2005 Buhrmann received proceeds of the 7⁷/8% Senior Subordinated Notes due 2015 (2015 Notes) with an aggregate principal amount of $150 million. The proceeds of the 2015 Notes are intended to be used to finance the planned repurchase of the Preference Shares C, together with a discounted rights issue of approximately €250 million and cash on hand. The proceeds of the 2015 Notes are being placed in escrow pending the completion of the repurchase transaction, which is expected to occur in early April 2005. The 2015 Notes have been issued at a price of 99.151% of the par value. The effective yield on the 2015 Notes is 8%.

34.    Summary of differences between generally accepted accounting principles in the Netherlands and generally accepted accounting principles in the United States and related disclosures

        Buhrmann's Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the Netherlands (Dutch GAAP), which vary in certain significant respects from accounting principles generally accepted in the United States of America (US GAAP).

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The tables below give the effect that application of US GAAP would have on net result and group equity (in millions of €).

		2004		2003		2002
Net result under Dutch GAAP		80		(132	)	(588	)
a)	Goodwill amortization	45		52		70
a)	Goodwill impairment	—		4		(439	)
b)	Intangible fixed assets amortization	(5	)	(6	)	(6	)
c)	Restructuring and integration provisions	—		(26	)	7
d)	Derivatives	—		7		(7	)
e)	Pensions	18		8		27
f)	Financing fees	2		(12	)	3
g)	Revenue recognition	1		12		1
h)	Catalog contributions	1		5		—
i)	Sale Paper Merchanting Division	—		(132	)	—
j)	Deferred lease	(4	)	—		(2	)
l)	Deferred taxes	(30	)	(88	)	(7	)
Net result under US GAAP before cumulative effect of change in accounting principles		108		(308	)	(941	)
Cumulative effect of change in accounting principle for:
h)	Catalog contributions (net of €19 million tax gain)	—		(29	)	—
Net result under US GAAP		108		(337	)	(941	)

		December 31,
		2004		2003
		(in millions of €)
Group equity under Dutch GAAP		1,474		1,484
a)	Goodwill	(117	)	(175	)
b)	Intangible fixed assets	65		75
c)	Restructuring and integration provisions	—		1
d)	Derivatives-Accumulated Other Comprehensive Income	(3	)	(8	)
d)	Derivatives	(2	)	(2	)
e)	Pensions	205		187
e)	Pensions-Accumulated Other Comprehensive Income	(18	)	(9	)
f)	Financing fees	(7	)	(9	)
g)	Revenue recognition	(27	)	(29	)
h)	Catalog contributions	(32	)	(36	)
j)	Deferred lease	(5	)	(2	)
k)	Other	(1	)	(1	)
l)	Deferred taxes	(2	)	28
Group equity under US GAAP		1,530		1,504

F-64

        The differences between Dutch GAAP and US GAAP as indicated in the tables are explained below, including related disclosures required under US GAAP.

a)    Goodwill

        This item consists of the following:

           i)  For acquisitions occurring prior to January 1, 1997, goodwill was directly written off to Group equity under Dutch GAAP. Under US GAAP this goodwill is capitalized and amortized over the estimated useful life of forty years until December 31, 2001.

          ii)  Buhrmann repurchased the outstanding public 30% minority share of its former US subsidiary, BT Office Products Inc. in October 1998. Under Dutch GAAP this transaction was accounted for as a repurchase of Group equity and was shown as a movement in Group equity. Under US GAAP, the accounting treatment is to consider the surplus paid over fair value of net assets as goodwill.

         iii)  On November 1, 1999, Buhrmann purchased all the outstanding shares of Corporate Express Inc. Certain fair value adjustments, including provisions for restructuring and integration, which were made for Dutch GAAP purposes, did not qualify for US GAAP. This led to a lower amount of goodwill under US GAAP. In addition, for US GAAP purposes only, certain intangible assets (the workforce, Corporate Express brandname and internally used software) were valued and recognized separately from goodwill, see point b) below. Under Dutch GAAP these intangible assets are included in goodwill. Furthermore deferred taxes on certain of the above-mentioned fair value adjustments and certain valuation allowances on deferred tax assets that did not qualify for US GAAP resulted in differences in goodwill under US GAAP compared to Dutch GAAP.

          iv)  With the Samas and USOP acquisitions in April and May 2001, some provisions for redundancy payments for employees were recorded and included in goodwill under Dutch GAAP whereas under US GAAP these payments were expensed over the period these employees worked for Buhrmann.

        The net effect of the items mentioned above was a higher amount of goodwill under US GAAP which was amortized over its estimated useful life of forty years until December 31, 2001. The book value of this goodwill was €168 million at December 31, 2001. As of January 1, 2002, goodwill is no longer amortized under US GAAP. Amortization of goodwill recorded under Dutch GAAP of €45 million in 2004, €52 million in 2003 and €70 million in 2002 has been reversed under US GAAP.

        Under US GAAP, the Company reviews goodwill for impairment in accordance with SFAS No. 142 "Goodwill and Other Intangible Assets", which requires a two-step process to analyze whether or not goodwill has been impaired.

        Step one is to test for potential impairment, and requires that the fair value of the reporting unit be compared to its book value including goodwill. The fair value of the reporting unit is calculated based on discounted future cash flows and residual values as under Dutch GAAP. If the fair value is higher than the book value, no impairment is recognized. If the fair value is lower than the book value, a second step is performed. The second step is to measure the amount of impairment loss, if any, and requires that assets and liabilities, including unrecognized intangible assets such as brand names and customer and supplier relationships, be assigned fair values in a hypothetical purchase price allocation

F-65

to determine the implied fair value of goodwill. This fair value is then compared to the carrying value of goodwill. If the implied fair value is lower than the carrying value, an impairment must be recorded for the difference.

        The adoption of SFAS No. 142 as of January 1, 2002, did not result in an initial impairment of goodwill. A reduced level of profitability in 2002 and reduced visibility concerning future performance resulting in a higher cost of capital, caused a decline in the calculated fair value of our businesses which resulted in an impairment of goodwill of €573 million under Dutch GAAP at December 31, 2002. Under US GAAP the impairment was €439 million higher compared to Dutch GAAP. This was predominantly a result of the higher amount of goodwill previously capitalized under US GAAP, as explained above, for €248 million and the valuation of unrecognized intangible assets (brandnames and customer and supplier contracts) for €124 million. The amount of goodwill impairment at December 31, 2002 under US GAAP for the Office Products North America Division was €648 million, for the Office Products Europe Division €266 million and for the former Paper Merchanting Division €98 million.

        The annual impairment test on goodwill at December 31, 2003 resulted in an impairment of €53 million under Dutch GAAP and €49 million under US GAAP for the Office Products Europe Division. The lower impairment under US GAAP is mainly due to a lower carrying value of goodwill under US GAAP of this Division.

        The annual impairment test on goodwill at December 31, 2004 did not result in an impairment under Dutch GAAP or US GAAP.

        In connection with the sale of the Paper Merchanting Division in 2003, an amount of €104 million of capitalized goodwill was written-off under US GAAP. This write-off is included in the result on the sale of the Paper Merchanting Division in the reconciliation of net result. Under Dutch GAAP, this goodwill was directly written-off from Group equity before January 1, 1997.

        In 2004, 2003 and 2002 translation adjustments of €13 million, €48 million and €44 million on these goodwill items were recorded as some of these goodwill items are denominated in US dollars

        In 2003 and 2002 additions to goodwill of €3 million and € 15 million recorded under Dutch GAAP were either classified as intangible fixed assets or did not qualify under US GAAP.

        The net effect at December 31, 2004 of the items mentioned above was a lower amount of goodwill under US GAAP of €117 million.

F-66

        The movements in goodwill under US GAAP were as follows (in millions of €):

	2004		2003		2002
Book value at beginning of year	1,225		1,616		2,852
Investments	6		4		22
Divestments	—		(201	)	—
Impairment	—		(49	)	(1,012	)
Release provisions (net of tax)	—		(6	)	—
Translation differences	(66	)	(139	)	(246	)
Book value at end of year	1,165		1,225		1,616
Accumulated cost	2,120		2,226		2,872
Accumulated amortization	(168	)	(177	)	(244	)
Accumulated impairment	(787	)	(824	)	(1,012	)
Book value at end of year	1,165		1,225		1,616

b)    Intangible fixed assets

        With the acquisition of Corporate Express in October 1999, certain intangible assets were valued and recognized separately from goodwill under US GAAP. These include the workforce (USD 10 million), the Corporate Express brandname (USD 75 million) and internally used software (USD 20 million). Under SFAS No. 142, the workforce no longer met the criteria for separate recognition and the book value thereof was reclassified to goodwill at January 1, 2002. The Corporate Express brandname and internally used software are amortized over their estimated useful lives of 40 and 7 years, respectively.

        The book value of the Corporate Express brandname at December 31, 2004 was USD 66 million and at December 31, 2003 was USD 68 million. The accumulated amortization at December 31, 2004 was USD 9 million and at December 31, 2003 was USD 7 million. The amortization expense was USD 2 million in each of 2004, 2003 and 2002 and will be USD 2 million in each of the next 5 years.

        The book value of the internally used software at December 31, 2004 was USD 5 million and at December 31, 2003 was USD 8 million. The accumulated amortization at December 31, 2004 was USD 15 million and at December 31, 2003 was USD 12 million. The amortization expense was USD 3 million in each of 2004, 2003 and 2002 and will be USD 3 million in 2005 and USD 2 million in 2006.

        Also included under "Intangible fixed assets", are amounts allocated to customer relationships of companies acquired in 2003 and 2002 of €7 million and €10 million, respectively, which are classified as intangible fixed assets under US GAAP and goodwill under Dutch GAAP. Under US GAAP these amounts are amortized over a period of ten years. The book value under US GAAP was €13 million at December 31, 2004 and €15 million at December 31, 2003. The accumulated amortization was €4 million at December 31, 2004 and €2 million at December 31, 2003. The amortization expense under US GAAP was €2 million in 2004 and €1 million in 2003 and 2002 and will be €2 million in each of the next 5 years.

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(c)   Restructuring and integration provisions

        Following the acquisition of Corporate Express in October 1999 and subsequent integration, the Company's office product activities in the US and Europe underwent a restructuring. As explained in item a) Goodwill above, at the time of acquisition, some restructuring and integration provisions were recorded and included in goodwill under Dutch GAAP that did not qualify under US GAAP. As a consequence, some restructuring and integration payments in the years after the acquisition were expensed under US GAAP whereas under Dutch GAAP these payments were deducted from the provisions. In 2002 payments of €9 million were expensed. In 2003, no payments were expensed and the unused portion of €9 million of these provisions was reversed against goodwill as it became clear that no more payments were going to be made.

        This item also includes redundancy payments to former USOP employees of €2 million in 2002 which were expensed under US GAAP and for which under Dutch GAAP provisions were recorded at the time of acquisition in 2001 as part of goodwill.

        In addition, in 2001 and 2002, the Company introduced additional restructuring plans for its office products operations in North America and Europe as well as its former papermerchanting operations in Europe. As of January 1, 2001 Dutch GAAP was substantially similar to US GAAP with regard to recording provisions for restructuring plans except that Dutch GAAP required the plan to be communicated by the publication date of the Financial Statements and under US GAAP the plan had to be communicated by the balance sheet date. As of January 1, 2003 under US GAAP a provision for a cost associated with an exit or disposal activity can only be recognized in the period in which the liability is incurred and should be measured at fair value. Under Dutch GAAP an accrual of €45 million was recorded in 2001 in connection with these restructuring plans (for the continuing and discontinued operations) of which €10 million did not qualify for US GAAP for recognition in 2001 and was expensed under US GAAP in 2002. In 2002, Buhrmann accrued €60 million under Dutch GAAP for additional restructuring plans and €51 million for non-cash write-offs on IT, distribution infrastructure and some other assets. Under US GAAP, €28 million of this accrual, mainly related to the restructuring plans, did not qualify for recognition in 2002 and as a consequence was expensed in 2003.

        Furthermore, adjustments of €2 million to the 2002 restructuring plans which were recorded under Dutch GAAP in 2003 were under US GAAP already recorded in 2002. In addition, at the end of 2003, a reassessment was made of the accruals for the 2002 restructuring plans which resulted in an additional accrual of €6 million in the Office Products North America Division (mainly as a result of a reassessment of lease obligations for vacant properties offset by reduced redundancy costs and continuing usage of properties), of €3 million in the Office Products Europe Division (mainly for an additional reduction in the workforce of 135 employees) and of €1 million in the Graphic Systems Division, both under Dutch GAAP and US GAAP.

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        The movements in the restructuring provisions in 2004 under US GAAP were as follows (in millions of €):

	Employee costs		Write-down of assets	Lease termination and other closing costs		Total
Balance at December 31, 2003	15		—	8		23
Set-up/finalization	1		—	7		8
Cash utilization	(6	)	—	(9	)	(15	)
Reclassification	—		—	3		3
Currency translation	(1	)	—	—		(1	)
Balance at December 31, 2004	9		—	9		18

        The movements in the integration provisions in 2004 under US GAAP were as follows (in millions of €):

	Employee costs		Write-down of assets	Lease termination and other closing costs		Total
Balance at December 31, 2003	3		2	6		11
Cash utilization	—		—	(2	)	(2	)
Transfer to assets	(2	)	—	(2	)
Reclassification	(3	)	—	(1	)	(4	)
Balance at December 31, 2004	—		—	3		3

(d)   Derivatives

        This item relates to interest rate swaps which under US GAAP are valued at fair value. The interest rate swaps were entered into to hedge variable rate debt to fixed rate. Currency swaps are also valued at fair value under US GAAP based on forward rates whereas the valuation under Dutch GAAP is based on spot rates. The valuation of the currency swaps under US GAAP approximates the valuation under Dutch GAAP and therefore no reconciling item was recorded in 2004, 2003 or 2002.

        In 2004, there was a gain of €3 million due to hedge ineffectiveness on interest rate swaps for which hedge accounting was applied and a €3 million loss on swaps for which no hedge accounting was applied.

        The €7 million gain under US GAAP in 2003 consists of a gain of €3 million due to hedge ineffectiveness on interest rate swaps for which hedge accounting was applied, a gain of €1 million on interest rate swaps for which no hedge accounting was applied and also a gain of € 3 million for the difference between Dutch GAAP and US GAAP in the cost of settlement of interest rate swaps (see Note 8). Under US GAAP, certain of these settled interest rate swaps had already been recorded at their fair value in previous years, with changes in the fair value recorded in net results because hedge

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accounting was not applied. Under Dutch GAAP, these interest rate swaps were not adjusted for changes in the fair value, as a result of which the loss on settlement was higher under Dutch GAAP than under US GAAP.

        In 2002, the €7 million loss under US GAAP consists of a loss of €5 million due to hedge ineffectiveness on interest rate swaps for which hedge accounting was applied and a loss of €2 million on interest rate swaps for which no hedge accounting was applied.

        The amount of €3 million negative in Accumulated Other Comprehensive Income at December 31, 2004 and €8 million negative at December 31, 2003 is the fair value of interest rate swaps for which hedge accounting is applied as they are designated as cash flow hedges as defined under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities". The reduction of Group Equity under US GAAP of € 2 million at December 31, 2004 and December 31, 2003 is the fair value of the interest rate swaps for which no hedge accounting was applied. In 2004, a gain of €5 million was recorded as an addition to Other Comprehensive Income relating to interest rate swaps for which hedge accounting is applied. In 2003, a gain of €60 million was recorded as an addition to Other Comprehensive Income of which €36 million relates to settlement of interest rate swaps. In 2002, an amount of € 16 million was recorded as a reduction to Other Comprehensive Income. The amount of €3 million negative recorded in Accumulated Other Comprehensive Income at December 31, 2004 will affect earnings when the variable rate interest for the periods being hedged affect earnings. An amount of €1 million is expected to be reclassified to earnings in 2005.

        All amounts stated above are before taxes.

(e)   Pension

        Buhrmann sponsors pension plans in accordance with legal requirements and local customs. Substantially all of Buhrmann's employees in Europe are covered by defined benefit plans. For most of its employees in the United States, Canada and Australia, Buhrmann sponsors defined contribution plans. In addition, Buhrmann has some, relatively small, defined benefit plans in the United States of which the benefits were frozen as of January 1, 1998.

        The benefits are in general based on years of service and average salary.

        The defined benefit plans in the Netherlands and some foreign defined benefit plans are funded with plan assets which have been segregated and restricted in trusts. Contributions are made by Buhrmann, as necessary, to provide assets sufficient to meet benefit obligations in accordance with, among others, legal requirements and financing agreements with these trusts. When defined benefit plans are unfunded, Buhrmann recognizes a provision for the benefit obligation.

        In 2003, curtailment or settlement of a number of defined benefit plans occurred mainly in the United Kingdom and the Netherlands in connection with the sale of the Paper Merchanting Division.

        With regard to the defined benefit plans, US GAAP requires re-adjustment of the significant actuarial assumptions annually to reflect current market and economic conditions. Additionally, only those accumulated gains or losses arising in the plan from a difference between the actual experience of the plan and the actuarial assumptions made, falling outside ten percent of the greater of the projected benefit obligation or the market value of the assets, are being amortized. The excess of plan

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assets over projected benefit obligation, as of January 1, 1989, the transition date, is recognized as a part of periodic pension costs on a prospective basis.

        This method significantly differs from the accounting under Dutch GAAP, whereby contributions paid for defined benefit plans are expensed when incurred and provisions are recorded for past-service premiums falling due in the future, at their present value, as well as additional contributions to be made in the future to meet local minimum funding requirements.

        Information required to be disclosed in accordance with US GAAP for the Dutch and foreign defined benefit plans is set forth below (in millions of €, unless stated otherwise). This information includes the funded and unfunded defined benefit plans of the continuing and discontinued operations.

	Dutch plans						Foreign plans						Total
	2004		2003		2002		2004		2003		2002		2004		2003		2002
Net periodic pension cost
Service cost	(8	)	(10	)	(7	)	(2	)	(4	)	(7	)	(10	)	(14	)	(14	)
Interest cost	(32	)	(31	)	(32	)	(4	)	(9	)	(9	)	(36	)	(40	)	(41	)
Expected return on plan assets	47		45		54		3		6		6		50		51		60
Settlement/curtailment gain	—		3		1		—		2		—		6		5		1
Net amortization and deferral and other expenses	6		3		4		(1	)	(4	)	(2	)	(1	)	(1	)	2
Net periodic pension costs under US GAAP	13		10		20		(4	)	(9	)	(12	)	9		1		8

        In 2003, Buhrmann recognized €5 million in pretax settlement and curtailment gains under US GAAP in connection with the sale of the Paper Merchanting Division. This gain was €7 million under Dutch GAAP. The difference is included in sale of the Paper Merchanting Division in the reconciliation of net result as discussed under item i) below.

        Costs related to defined contributions plans were €17 million in 2004, €20 million in 2003 and €18 million in 2002.

	Dutch plans				Foreign plans				Total
	2004		2003		2004		2003		2004		2003
Change in projected benefit obligation
Benefit obligation at beginning of year	(578	)	(569	)	(38	)	(187	)	(616	)	(756	)
Service cost	(8	)	(10	)	(2	)	(5	)	(10	)	(15	)
Interest cost	(32	)	(31	)	(4	)	(9	)	(36	)	(40	)
Plan participant's contributions	—		(1	)	—		(2	)	—		(3	)
Actuarial gain/(loss)	(47	)	(5	)	(28	)	(2	)	(75	)	(7	)
Benefits paid	31		28		4		4		35		32
Curtailment/settlement	—		10		—		153		—		163
Currency translation adjustments			—		1		—		1
Other	—		—		(8	)	10		(8	)	10
Projected benefit obligation at end of year	(634	)	(578	)	(75	)	(38	)	(709	)	(616	)

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	Dutch plans				Foreign plans				Total
	2004		2003		2004		2003		2004		2003
Change in plan assets
Fair value of plan assets at beginning of year	688		640		27		107		715		747
Actual return on plan assets	68		70		3		9		71		79
Employer's contribution	3		5		4		6		7		11
Plan participants' contributions	—		1		—		2		—		3
Actuarial gain/(loss)	—		—		13		—		13		—
Benefits paid	(31	)	(28	)	(3	)	(4	)	(34	)	(32	)
Curtailment/settlement	—		—		—		(85	)	—		(85	)
Currency translation adjustments	—		—		(1	)	—		(1	)
Other	6		—		—		(8	)	6		(8	)
Fair value of plan assets at end of year	734		688		43		27		777		715

	Dutch plans				Foreign plans				Total
	2004		2003		2004		2003		2004		2003
Funded Status	100		110		(32	)	(11	)	68		99
Unrecognized prior service cost	—		(1	)	—		—		—		(1	)
Unrecognized net actuarial (gain)/loss	102		79		25		13		127		92
Other pension arrangements	(5	)	(6	)	—		(13	)	(5	)	(19	)
Prepaid/(accrued) benefit cost	197		187		(7	)	(16	)	190		171

	Dutch plans		Foreign plans		Total
	2004	2003	2004	2003	2004	2003
Additional minimum liability at end of year	—	—	18	9	18	9
Intangible asset	—	—	—	—	—
Reduction to equity	—	—	18	9	18	9

        Under US GAAP, Buhrmann recorded a minimum pension liability for the actuarial present value of accumulated benefits that exceeded plan assets. The accrued additional minimum pension liability at December 31, 2004 and 2003 was €18 million and €9 million, respectively.

	Dutch plans		Foreign plans		Total
	2004	2003	2004	2003	2004	2003
Accumulated benefit obligation at end of year	619	559	67	36	686	595

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	Dutch plans				Foreign plans				Total
	2004		2003		2004		2003		2004		2003
Projected benefit obligation exceeds fair value of plan assets:
Benefit obligation	(2	)	(1	)	(75	)	(38	)	(77	)	(39	)
Plan assets	—		43		27		43		27
Accumulated benefit obligation exceeds fair value of plan assets:
Benefit obligation	(2	)	(1	)	(67	)	(36	)	(69	)	(37	)
Plan assets	—		—		43		27		43		27

        The pension benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are as follows (in millions of €):

	Dutch plans	Foreign plans	Total
2005	33	2	35
2006	32	2	34
2007	32	2	34
2008	33	3	36
2009	34	3	37
2010-2014	179	15	194

        The weighted average asset allocation of the funded defined benefit plans at December 31, 2004 and 2003 and target allocation for the year 2005 are as follows:

	Dutch plans						Foreign plans
	Target 2005		Allocation 2004		Allocation 2003		Target 2005		Allocation 2004		Allocation 2003
Asset category:
Equity Securities	30	%	33	%	28	%	70	%	71	%	74	%
Debt Securities	60	%	58	%	61	%	2	%	2	%	—
Real Estate	10	%	9	%	11	%	—		—
Cash	—		—		—		—		1	%	—
Other (including insurance contracts)	—		—		—		28	%	26	%	26	%

        The assumptions used to measure net periodic pension cost were as follows:

	Dutch plans						Foreign Plans
	2004		2003		2002		2004		2003		2002
Discount rate	5.5	%	5.5	%	5.5	%	5.7	%	5.9	%	5.6	%
Expected return on plan assets	7.0	%	7.0	%	7.0	%	7.8	%	8.4	%	6.8	%
Rate of compensation increase	3.0	%	3.0	%	3.0	%	3.5	%	3.4	%	3.5	%
Increase of state pension	2.0	%	2.0	%	2.0	%	2.5	%	2.4	%	2.4	%
Pension increases	2.0	%	2.0	%	2.0	%	2.5	%	2.4	%	2.4	%

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        The assumptions used to measure the projected benefit obligation were as follows:

	Dutch plans						Foreign Plans
	2004		2003		2002		2004		2003		2002
Discount rate	4.9	%	5.5	%	5.5	%	5.4	%	5.9	%	5.6	%
Rate of compensation increase	3.0	%	3.0	%	3.0	%	3.4	%	3.4	%	3.5	%
Increase of state pension	2.0	%	2.0	%	2.0	%	2.3	%	2.4	%	2.4	%
Pension increases	2.0	%	2.0	%	2.0	%	2.3	%	2.4	%	2.4	%

        In estimating expected return on plan assets, appropriate consideration is taken into account of historical performance for the major asset classes held or anticipated to be held by the applicable pension funds and of current forecasts of future rates of return for those asset classes.

        The goal of the Dutch pension trust's investment policies is to reach an optimum between maximum return on plan assets, minimum and stable contributions to the plan, to grant a full indexation of the benefits and to maintain a sufficient funding level. Investments in debt securities are only made when they bear fixed interest. The policy is to hedge 50% of the currency risks related to investments in equity securities and in real estate which are denominated in other currencies than the €. Currency risks related to investments in debt securities in currencies other than the € are in principle completely hedged.

        Derivatives are only used to minimize financial market risk exposures such as currency risks. No speculative positions are entered into.

(f)    Financing fees

        This item relates to a difference in amortization and impairment methods used under Dutch GAAP and US GAAP.

        When repayments of long-term debt are made, a portion of the related fees may need to be written off so that the amount of unamortized fees is commensurate with the amount of debt remaining. Additionally, fees may be treated differently due to differences in Dutch GAAP and US GAAP treatment of refinancing transactions. In 2002, a write-off of capitalized financing fees relating to the Term Loans under the Senior Credit Facility entered into in 1999 was recorded which was €3 million lower under US GAAP. In 2003, certain fees relating to the new Senior Credit Facility entered into in 2003 amounting to €12 million are capitalized under Dutch GAAP, but they are treated as costs to extinguish the loans under the old Senior Credit Facility under US GAAP and therefore expensed. Additionally, the impairment of the financing fees in 2003 relating to the Revolver under the old Senior Credit Facility was €3 million lower under US GAAP whereas the impairment of the financing fees related to the Term Loans under the old Senior Credit Facility was €3 million higher under US GAAP. The net impact of these differences is a lower amount of capitalized financing fees under US GAAP of €9 million at December 31, 2003.

        In 2004, there was a €2 million lower amortization charge under US GAAP which is the net effect of lower capitalized financing fees and amortization on the basis of effective constant yield under US GAAP compared to linear amortization under Dutch GAAP. The net effect of the items mentioned

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above was a lower amount of capitalized financing fees under US GAAP of €7 million at December 31, 2004.

(g)   Revenue recognition

        As of January 1, 2003, this item relates primarily to sales of graphic machines sold to customers and financed by external financing companies and for which repurchase guarantees exist. Should the customer be declared in default, the respective financing company has a right of recourse against Buhrmann. Under US GAAP, Buhrmann recognizes revenue from these types of sales only when the right of recourse has ended, which is generally 5 years from the date of sale.

        Before January 1, 2003, this item also included differences in the recognition of sales of graphic machines without repurchase commitments because under Dutch GAAP these sales were in general recognized at delivery and under US GAAP after installation of the machines and/or after completion of all performance obligations. As of January 1, 2003, also under Dutch GAAP these sales are recognized after installation of the machines and/or after completion of all performance obligations.

(h)   Catalog contributions

        As of January 1, 2003, for US GAAP purposes only, Buhrmann adopted Emerging Issues Task Force ("EITF") Issue No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a Vendor". This guidance primarily affects our accounting for catalog contributions received from vendors. Before January 1, 2003, catalog contributions were recognized as income over the life of the related catalog both under US GAAP and Dutch GAAP and there was no relationship with inventories. Under EITF No. 02-16, there is a presumption that amounts received from vendors should be considered a reduction of inventory costs. This presumption can be overcome if certain restrictive provisions are met. For US GAAP purposes only, Buhrmann adopted a policy of considering all catalog contributions to be a reduction of inventory cost because the administrative cost of tracking the related expenses of producing the catalog, to determine whether Buhrmann meets the restrictive conditions required by Issue No. 02-16, would exceed the benefit.

        The adoption of EITF No. 02-16 resulted in a reduction of inventory and an accrual for catalog contributions received in advance, predominantly in the Office Products North America Division, under US GAAP compared to Dutch GAAP. To record the initial amount at January 1, 2003 of catalog contributions as a reduction of inventory and the accrual for catalog contributions received in advance, Buhrmann recorded a cumulative effect adjustment under US GAAP of €48 million (€29 million after tax). The impact of the new accounting method decreased cost of goods sold in 2004 under US GAAP by €1 million and decreased cost of goods sold in 2003 by €5 million under US GAAP.

(i)    Sale Paper Merchanting Division

        The loss on the sale of the Paper Merchanting Division in 2003 is higher under US GAAP mainly due to the write-off of €104 million of capitalized goodwill under US GAAP which was written-off directly from Group equity under Dutch GAAP prior to January 1, 1997. The recognition under US GAAP of translation adjustments relating to the Paper Merchanting Division which were recorded directly in Group equity in previous years, resulted in a loss of €26 million net of taxes. Furthermore,

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the effect of this sale on the curtailment of pensions resulted in an additional loss of € 2 million under US GAAP.

(j)    Deferred lease

        This item relates to lease of distribution facilities, equipment and offices under operating leases. Under US GAAP, these lease payments are recognized as an expense on a straight-line basis whereas under Dutch GAAP lease payments were usually expensed when incurred.

(k)   Other

        This category of reconciling items is other, individually insignificant, US GAAP adjustments related to subsidiaries of the Company.

(l)    Deferred taxes

        Under Dutch GAAP, the Company recorded valuation allowances on deferred tax assets for operating loss carry-forwards. Under US GAAP, of these valuation allowances, €29 million at December 31, 2004 and €57 million at December 31, 2003 did not qualify. The effect on net result under US GAAP was a loss of €29 million in 2004, €77 million in 2003, of which €1 million is recorded as part of the result on the sale of the Paper Merchanting Division, and €4 million in 2002.

        The loss of €77 million in 2003 is mainly due to a reduction of operating loss carry-forwards due to a profit on an intercompany transaction. As a result, valuation allowances on deferred tax assets for operating loss carry-forwards which were recorded under Dutch GAAP in previous years were no longer deemed necessary. As these valuation allowances were not recorded under US GAAP, a tax expense of €85 million was recorded under US GAAP in 2003.

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        Furthermore, deferred taxes on US GAAP adjustments negatively affected Group equity under US GAAP in the amount of €31 million at December 31, 2004 and €29 million at December 31, 2003. The effect on net result under US GAAP was a loss of €1 million in 2004 and a gain of €2 million in 2003 which includes a gain of €10 million in 2003 recorded as part of the result on the sale of the Paper Merchanting Division. In addition, in 2004, an income tax expense of €1 related to the valuation of derivatives and an income tax gain of €2 million related to the valuation of pensions was recorded directly in Group equity as part of Accumulated Other Comprehensive Income. In 2002, the effect on net result of deferred taxes on US GAAP adjustments was a loss of €3 million.

        The components of deferred tax under US GAAP are as follows (in millions of €):

	December 31
	2004		2003
Deferred tax assets:
Derivatives	2		4
Catalog contributions	12		14
Tax loss carry-forwards	424		420
Other	77		73
Nominal deferred tax asset	515		511
Valuation allowances	(123	)	(55	)
Deferred tax asset	392		456
Current	63		32
Non current	329		424
Deferred tax asset	392		456
Deferred tax liabilities:
Fixed assets	(73	)	(115	)
Pension	(59	)	(62	)
Other	(36	)	(62	)
Deferred liabilities	(168	)	(239	)
Current	(4	)	(9	)
Non current	(164	)	(230	)
Deferred liabilities	(168	)	(239	)

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        Total tax income or (expense) under US GAAP for the continuing and discontinued operations is as follows (in millions of €):

	2004		2003		2002
Current	(23	)	(17	)	(18	)
Deferred:
Benefits operating loss carry-forwards	37		(15	)	(8	)
Adjustments to deferred taxes for enacted changes in tax laws or a change in the tax status	6		0		(3	)
Adjustments in the valuation allowances due to change in judgment about realizability	(16	)	3		29
All other deferred tax items	(1	)	28		4
Total deferred	26		16		22
Total income taxes	3		(1	)	4

Additional US GAAP disclosures

Operating result, result from operations and discontinued operations under US GAAP presentation

        Under Dutch GAAP, the results and cash flows from a discontinued operation are included in the results and cash flows from continuing operations until the date the operations are actually sold. Under US GAAP, the results and cash flows from discontinued operations are presented separately from continuing operations whereby the Consolidated Statements of Income and Consolidated Statements of Cash Flows for previous years are restated for discontinuance of an operation. The Paper Merchanting Division, which was sold with effect from October 31, 2003, qualifies as a discontinued operation.

        The extent to which the reconciling items between Dutch GAAP and US GAAP relate to the Paper Merchanting Division is summarized below (in millions of €):

Impact on net result

	2003		2002
Goodwill amortization	2		4
Goodwill impairment	—		(72	)
Restructuring and integration provisions	(17	)	17
Pensions	(3	)	(2	)
Sale Paper Merchanting Division	(132	)	—
Deferred taxes	1		1
Total	(149	)	(52	)

        In 2002, under Dutch GAAP, certain non-recurring items were classified as extraordinary income or expenses. The income statement presented in the US GAAP format would result in a reclassification

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of these extraordinary items to operating result or result from operations, as these items are neither unusual nor infrequent according to the US GAAP definition.

        Operating result, result from continuing operations, result from discontinued operations, result on disposal of discontinued operations and net result under US GAAP are as follows (in millions of €):

	2004	2003		2002
Operating result	213	182		(718	)
Result from continuing operations	104	(59	)	(849	)
Result from discontinued operations	—	1		(92	)
Result on sale of discontinued operations	4	(250	)	—
Net result before cumulative effect of change in accounting principle	108	(308	)	(941	)
Cumulative effect of change in accounting principle	—	(29	)	—
Net result	108	(337	)	(941	)

        Result from discontinued operations and result on the sale of discontinued operations in the table above only includes the Paper Merchanting Division. The result on the sale of discontinued operations in 2004 includes a € 4 million gain due to the release of the provision for warranties which was recorded in 2003 as part of the result on the sale of the Paper Merchanting Division. Under Dutch GAAP this amount is recorded as part of net result from operations.

        Result from discontinued operations includes an income tax loss of € 15 million in 2003 and €11 million in 2002.

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        The result on the sale of the Paper Merchanting Division under US GAAP recorded in 2003 is summarized as follows (in millions of €):

Initial consideration	706
less:
Net debt and cash adjustment	(6	)
Other purchase price adjustments	(63	)
Net	637
Net equity value Paper Merchanting Division as at October 31, 2003:
Shareholders' equity (net)	633
Goodwill	201
Net debt and cash	(6	)
	828
Book result	(191	)
Realized translation adjustments, net of taxes	(26	)
Transaction fees	(15	)
Warranties	(18	)
Total result (loss)	(250	)

        Liabilities of discontinued operations and other divested companies to be retained by the Company as of December 31, 2004 amounted to €21 million (2003: €35 million) which is included in the Company's Consolidated Balance Sheet.

        Consolidated Statement of Cash Flows under US GAAP presentation

        As permitted under Dutch GAAP, changes in liquid funds (cash and deposits) include changes in bank overdrafts. Under US GAAP changes in bank overdrafts should be included in financing activities.

        Under US GAAP, costs related to the integration of group companies are expensed as incurred and are classified within operating activities, whereas under Dutch GAAP, payments for these costs are included within investing activities.

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        The following cash flow disclosures are provided to quantify the significant differences between the Consolidated Statement of Cash Flows as presented under Dutch GAAP and cash flow statements that would be required under US GAAP (in millions of €):

	2004		2003		2002
Net result	108		(337	)	(941	)
Adjustments to reconcile net result to cash flows from operating activities:
Cumulative effect of change in accounting principle	—		48		—
Result on disposal of discontinued operations	(4	)	244		—
Minority interests	17		12		12
Result from participations and other financial results	(2	)	(10	)	(16	)
Non-cash tax expense (income)	(26	)	(21	)	(20	)
Non-cash financing costs	40		128		19
Depreciation, amortization and impairment	89		159		1,131
Addition to/(release of) provisions	8		26		96
Accrued pension costs	(19	)	(8	)	(27	)
Decrease in working capital (see below)	38		65		55
Payments related to integration of acquisitions and restructuring	(33	)	(50	)	(134	)
Other financial income	—		18		—
Other payments and receivables	4		(9	)	(7	)
Net cash provided by operating activities from continuing and discontinued operations	220		265		168
Net cash provided by (used in) investing activities	(79	)	552		(48	)
Net cash used in financing activities (see below)	(126	)	(685	)	(182	)
(Decrease)/increase in cash and deposits	15		132		(62	)
Decrease in working capital:
(Increase)/decrease inventories	(17	)	1		13
(Increase)/decrease accounts receivable	(19	)	109		195
Increase/(decrease) accounts payable	50		(43	)	(172	)
(Increase)/decrease other receivables and liabilities	24		(2	)	19
	38		65		55

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        Net cash used in investing activities:

        Proceeds from the sale of tangible fixed assets and internally used software were insignificant in the years ended December 31, 2004, 2003 and 2002.

	2004		2003		2002
Net cash provided by financing activities (in millions of €):
Dividend payments	(11	)	(9	)	(25	)
Payment to minority shareholders	(8	)	(7	)	(5	)
Paid financing fees and tender premiums	(39	)	(25	)	(16	)
Settlement of interest rate swaps	—		(40	)	—
Proceeds from issuance of Subordinated Convertible Bond	—		114		—
Proceeds from issuance of 2014 Notes	116		—		—
Drawn long-term debt	—		440		—
Repayment of long-term debt	(184	)	(1,158	)	(136	)
	(126	)	(685	)	(182	)
Non-cash investing activities (in millions of €):
Net assets and liabilities disposed of in sale of a discontinued operation	—		625		—
Supplemental cash flow information (in millions of €):
Interest paid	62		134		184
Profit tax paid	22		22		16

Earnings per share under US GAAP

        Basic earnings per share are computed by dividing result after deduction of dividend on Preference Shares by the weighted average number of Ordinary Shares outstanding for the periods under review. Dividends paid to holders of Preference Shares A and C of €37 million, €33 million and €32 million in 2004, 2003 and 2002 respectively, were deducted for the years presented. Fully diluted earnings per share assume that any dilutive convertible securities were converted at the beginning of each year and all options outstanding at the end of the year were exercised, insofar as the average market price was higher than the exercise price during the financial year.

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        The computation of basic and fully diluted earnings per Ordinary Share under US GAAP is as follows (in millions of €, unless otherwise indicated):

		2004		2003		2002
Computation basic earnings per share
Net result		108		(337	)	(941	)
Less dividends on Preference Shares A and C		(37	)	(33	)	(32	)
Net result after deduction of dividend on Preference Shares		71		(370	)	(973	)
	Cumulative effect of change in accounting principle	—		29		—
Net result before cumulative effect of change in accounting principle after deduction of dividend on Preference Shares		71		(341	)	(973	)
	Discontinued operations	(4	)	249		92
Result from continuing operations after deduction of dividend on Preference Shares		67		(92	)	(881	)
Weighted average number of Ordinary Shares outstanding (in thousands)		137,059		134,653		131,818
Basic earnings per share (in euro)
Result from continuing operations		0.49		(0.68	)	(6.68	)
Discontinued operations		0.03		(1.85	)	(0.71	)
Net result before cumulative effect of change in accounting principle		0.52		(2.53	)	(7.38	)
Cumulative effect of change in accounting principle		—		(0.22	)	—
Net result		0.52		(2.75	)	(7.38	)
Computation fully diluted earnings per share
Net result		108
Add-back: interest Subordinated Convertible Bond		2
Less dividends on Preference Shares A and C		(37	)
Net result after deduction of dividend on Preference Shares		73
Cumulative effect of change in accounting principle		—
Net result before cumulative effect of change in accounting principle after deduction of dividend on Preference Shares		73
Discontinued operations		(4	)
Result from continuing operations after deduction of dividend on Preference Shares		69

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Weighted average number of Ordinary Shares outstanding on fully diluted basis (in thousands)	151,582
Fully diluted earnings per share (in euro)
Result from continuing operations	0.45
Discontinued operations	0.03
Net result before cumulative effect of change in accounting principle	0.48
Net result	0.48
Computation weighted average number of Ordinary Shares outstanding on fully diluted basis (in thousands):
Weighted average number of Ordinary Shares outstanding	137,059
Conversion of Subordinated Convertible Bond	13,669
Conversion of Preference Shares C	—
Exercise of Share Option Rights	854
	151,582

        In 2003 and 2002, basic and fully diluted earnings per share are equal as the conversion of the Subordinated Convertible Bond, the Preference Shares C and the option rights exercisable would have an anti-dilutive effect on earnings per Ordinary Share. In 2004, the conversion of Preference Shares C would have an anti-dilutive effect.

        The number of Ordinary Shares that would arise after conversion of the Subordinated Convertible Bond was 13.7 million at December 31, 2004 and December 31, 2003 (see Note 14). The annual interest on the Subordinated Convertible Bond is €2 million before and after tax.

        The number of Ordinary Shares that would arise after conversion of the Preference shares C at December 31, 2004, 2003 and 2002 was 37.9 million, 35.7 million and 23.2 million respectively. The dividend on Preference Shares C was €26 million, €22 million and € 21 million for 2004, 2003 and 2002 respectively (see Note 14).

        The number of Ordinary Shares that would arise after exercise of the option rights at December 31, 2004 and 2003 was 0.9 million and 0.7 million respectively (see Note 14) and none at December 31, 2002.

Stock Options

        Buhrmann operates a Share Option Plan, the "Buhrmann Incentive Plan". The options have a term of seven years and vest after three years. The Buhrmann Incentive Plan up to and including 2003 did not apply performance conditions to either the grant or the vesting of the options. The exercise price for option rights granted is the closing price of Buhrmann Ordinary Shares on the first trading on which the shares are quoted ex-dividend after the Annual General Meeting of Shareholders. Neither the exercise price nor other conditions in relation to the granted options can be modified during the term of the options, except insofar as prompted by structural changes relating to the shares or the Company in accordance with established market practice.

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        At the Annual General Shareholders' meeting held on April 29, 2004, shareholders approved the adoption of a new share option plan. Pursuant to this New Buhrmann Incentive Plan, the number of options granted to eligible employees and the vesting of the options granted will be dependent on the performance of the Company relative to a peer group as measured over a three-year period. The maximum number of options authorized for the 2004 grant under the New Buhrmann Incentive Plan was 1,708,649, representing 1.25% of the total number of Ordinary Shares outstanding as of May 3, 2004, the date of the option grant. The number of options vesting may be increased up to 2.5% if, as a result of the Company's performance relative to the peer group, more than 100% of the granted options vest.

        For details about Buhrmann Share Option Plan, see Note 26 of the Consolidated Financial Statements.

        Below are additional disclosures required under US GAAP.

        The movements in the outstanding number of options and weighted average exercise price are shown in the table below. Each option gives right to one Buhrmann Ordinary Share.

	Buhrmann Incentive Plan			New Buhrmann Incentive Plan
	Number of options		Weighted average exercise price per option in €	Number of options		Weighted average exercise price per option in €
Balance at December 31, 2001	2,876,910		21.44
Options granted	1,563,928		13.75
Options exercised	—		—
Options expired	(191,650	)	16.74
Options forfeited	(313,077	)	19.20
Balance at December 31, 2002	3,936,111		18.79
Options granted	1,575,000		2.87
Options exercised	—		—
Options expired	—		—
Options forfeited	(464,413	)	14.93
Balance at December 31, 2003	5,046,698		14.18
Options granted	—			1,708,649		7.79
Options exercised				—		—
Options expired	(416,500	)	15.61	—		—
Options forfeited	(183,983	)	14.36	(100,623	)	7.79
Balance at December 31, 2004	4,446,215		14.04	1,608,026		7.79

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        The total of options exercisable at the end of the year are:

	Buhrmann Incentive Plan
	Number of options	Weighted average exercise price per option in €
2002	459,500	15.61
2003	1,235,638	23.45
2004	1,707,922	23.50

        The weighted average fair values and weighted average exercise prices per option at the date of grant for the options outstanding at December 31 are as follows (in €):

	Buhrmann Incentive Plan			New Buhrmann Incentive Plan 2004
	2004	2003	2002
Weighted average fair value of options granted with exercise prices equal to the market value of the share at the date of grant	5.63	5.51	7.35	2.54
Weighted average exercise price of options granted with exercise prices equal to the market value of the share at the date of grant	13.26	13.48	18.12	7.79
Weighted average fair value of options granted with exercise prices above the market value of the share at the date of grant	8.19	7.89	8.65	—
Weighted average exercise price of options granted with exercise prices above the market value of the share at the date of grant	25.36	24.91	27.42	—

        The following table summarizes information about options outstanding at December 31, 2004:

	Options outstanding			Options exercisable
	Number of options	Weighted average remaining contractual life (in years)	Weighted average exercise price per option in €	Number of options	Weighted average remaining contractual life (in years)	Weighted average exercise price per option in €
Range of exercise price in €
2.85-3.80	1,414,700	5.34	2.87	—	—	—
13.69-19.61	2,153,866	1.94	16.02	830,273	1.30	19.61
24.52-32.94	877,649	0.40	27.17	877,649	0.40	27.17
Total	4,446,215	2.72	14.04	1,707,922	0.84	23.50

        At December 31, 2004, a total number of 1,608,026 options were outstanding under the New Buhrmann Incentive Plan at an exercise price of €7.79 and a remaining contractual life of 6.34 years, none of which were exercisable at that date.

        If the Company had elected to recognize compensation expense based on the fair value of all stock options at grant date in accordance with SFAS 123, "Accounting for Stock Based Compensation", compensation expense of € 5 million for the year ended December 31, 2004, €5 million for the year

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ended December 31, 2003 and €6 million for the year ended December 31, 2002 would have been recorded. For assumptions used in calculating fair values, see Note 26.

        Net result would have been reduced to the pro forma amounts indicated below:

	2004	2003		2002
	(in millions of €, except per share data)
US GAAP net result:
As reported	108	(337	)	(941	)
Pro forma	103	(342	)	(947	)
US GAAP basic earnings per share:
As reported	0.52	(2.75	)	(7.38	)
Pro forma	0.48	(2.79	)	(7.43	)
US GAAP fully diluted earnings per share:
As reported	0.48	(2.75	)	(7.38	)
Pro forma	0.45	(2.79	)	(7.43	)

Consolidated Statements of Comprehensive Income

        The calculation of Comprehensive Income is as follows (in millions of €):

		2004		2003		2002
Net result US GAAP		108		(337	)	(941	)
Other comprehensive income net of tax:
	Foreign currency translation adjustments	(76	)	(130	)	(246	)
	Unrealized gains and losses on derivative instruments	4		37		(11	)
	Minimum pension liability	(7	)	29		(35	)
Comprehensive Income (Loss)		29		(401	)	(1,233	)

        Foreign currency translation adjustments do not include tax in 2004 (in 2003 a gain of €9 million and in 2002 a gain of €25 million). Unrealized gains and losses on derivative instruments includes a tax expense of €1 million in 2004 (in 2003 a tax expense of €23 million and in 2002 a tax benefit of €5 million). Minimum pension liability in 2004 includes a tax benefit of €2 million (in 2003 a tax expense of €11 million and in 2002 a tax benefit of €16 million).

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        The balance of Accumulated Other Comprehensive Income (after tax) is as follows (in millions of €):

	Total		Foreign currency translation adjustments		Unrealized gains and losses on derivative instruments		Minimum pension liability
Balance at December 31, 2001	80		111		(31	)	—
Other Comprehensive Income (loss)	(292	)	(246	)	(11	)	(35	)
Balance at December 31, 2002	(212	)	(135	)	(42	)	(35	)
Other Comprehensive Income (loss)	(63	)	(129	)	37		29
Balance at December 31, 2003	(275	)	(264	)	(5	)	(6	)
Other Comprehensive Income (loss)	(79	)	(76	)	4		(7	)
Balance at December 31, 2004	(354	)	(340	)	(1	)	(13	)

        The Accumulated Other Comprehensive Income at December 31, 2004 is net of €26 million taxes on foreign currency translation adjustments, €1 million taxes on unrealized gains and losses on derivative instruments and €5 million taxes on minimum pension liability.

Group equity

        The movements in group equity under US GAAP are as follows (in millions of €):

	Year ended December 31
	2004		2003		2002
Group equity beginning of the year	1,504		1,910		3,157
Dividend Ordinary Shares	(4	)	(4	)	(10	)
Share issue	5		6		—
Net result under US GAAP	108		(337	)	(941	)
Dividend Preference Shares A	(11	)	(11	)	(11	)
Consolidation/deconsolidation	—		(2	)	—
Dividend payment to third parties	(8	)	(7	)	(5	)
Minority share in net result	17		12		12
Minority share in translation adjustments	(2	)	—		—
Other comprehensive income (loss)	(79	)	(63	)	(292	)
Group equity end of the year	1,530		1,504		1,910

        Under Dutch GAAP, the disclosure threshold for contingent assets is substantially lower than under U.S. GAAP. Under U.S. GAAP, contingent assets are disclosed when it is probable that an inflow of economic benefits will be realized and the amounts are estimable. In practice, contingent assets are not disclosed until the amount and timing of the inflow is known to the enterprise (e.g., there is a firm commitment from the counter party). Accordingly, the contingent asset related to the proceedings against PricewaterhouseCoopers, France disclosed in Note 30, would not be disclosed under U.S. GAAP given the uncertainty as to its realization and timing of realization, if at all.

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Operating lease commitments

        The Company leases certain distribution facilities, equipment and offices under non-cancelable operating leases. Future minimum lease payments under all non-cancelable operating leases at December 31, 2004 are as follows (in millions of €):

Year ended December 31,
2004	76
2005	62
2006	52
2007	43
2008	33
Thereafter	122
Total	388

        Certain of these distribution facilities and offices are subleased by the Company. Income to be received from these subleases is deducted from the amounts in the table above. Lease expenses for non-cancelable operating leases for distribution facilities, equipment and offices charged to the income statement for the continuing and discontinued operations during the periods ended December 31, 2004, 2003 and 2002 were €89 million, € 111 million and €126 million respectively. Income from subleases was €1million, €3 million and €4 million respectively for the years ended December 31, 2004, 2003 and 2002.

Advertising costs

        Advertising costs (net) of the continuing and discontinued operations during the years ended December 31, 2004, 2003 and 2002 were €10 million, €14 million and €18 million respectively.

Provision for product warranties

        The provision for product warranties relates to potential liabilities in the event products delivered or services rendered do not meet the agreed qualities, in those cases that the guarantee period has not expired yet. The additions charged to result only relate to warranties issued during 2004 and are calculated as a percentage of net sales. This percentage is based on past experience.

        The movements in this provision for the continuing and discontinued operations were as follows (in millions of €):

Balance at December 31, 2003	3
Payments	(2	)
Additions	2
Balance at December 31, 2004	3

F-89

Variable Interest Entities

        FASB Interpretation No. 46 (FIN 46) "Consolidation of Variable Interest Entities" requires certain disclosures of variable interest entities and, as of January 1, 2003, the consolidation of certain of these variable interest entities.

        Buhrmann has determined that at December 31, 2004 it had a variable interest in Silver Securitisation B.V., Silver Funding Ltd and Rheingold Securitisation Ltd which facilitate the accounts receivable securitization program described below. Aside from the accounts receivable and liabilities in connection with the accounts receivable securitization program that are included in Buhrmann's Consolidated Balance Sheet, these entities do not have other significant assets or liabilities. Buhrmann has also determined that at December 31, 2004 it had a variable interest in Faison Inc. which sells office products mainly to government institutions in the United States. The consolidation of this entity would not have had a material impact on net result or Group equity under US GAAP.

        The transactions relating to the accounts receivable securitization program are as follows:

        The Buhrmann operating companies in the Netherlands and the United States that sell their accounts receivable into Buhrmann's securitization program are called the Originators. The Dutch Originators sell their receivables on a true sale basis to the European Receivables Warehouse: Buhrmann Silver SA. Buhrmann Silver SA (a wholly owned Buhrmann subsidiary) sells the receivables onward to the European Master Purchaser Silver Securitisation BV. Silver Securitisation BV is a separate company of which the shares are held by a Stichting (Dutch Foundation) which is controlled by a board independent from Buhrmann. Silver Securitisation BV holds the European receivables and issues Buhrmann Notes with the receivables as security to the investors in these Notes. Investors in the Notes are Rheingold no 11 Ltd (a Jersey company sponsored by Deutsche Bank AG) as MTN Initial Buhrmann Note Purchaser and Silver Funding Ltd as issuer of the Medium Term Notes (MTN issuer). The shares of Silver Funding are held by the Silver Funding Charitable Trust which is controlled by a board that is independent from Buhrmann.

        In the United States the US Originators sell their receivables to the US Master Purchaser: Buhrmann Silver US LLC, which is a partnership with the US Originators as partners. The US Master Purchaser issues Buhrmann US Notes to both the Initial Buhrmann Notes Purchaser and the MTN Issuer. The US Master Purchaser and the European Master Purchaser have issued a cross guarantee on their respective receivables.

        With the Buhrmann Notes and Buhrmann US Notes as collateral, Rheingold no 11 Ltd and Silver Funding Ltd raise funds in the market. Rheingold no 11 issues Commercial Paper (Short Term Notes) through the CP Issuer Rheingold Securitisation Ltd. Silver Funding Ltd has issued Medium Term Notes, which are listed on the Luxembourg Stock Exchange, in US dollars and euro. As the euro denominated notes have the US dollar pool as their primary collateral, the Notes outstanding in euro have been swapped to US dollar until the maturity of the Notes.

        Buhrmann Stafdiensten BV (a Dutch Buhrmann company) services the program.

        The receivables sold by the Originators to Buhrmann Silver SA and Buhrmann Silver US LLC are included in Buhrmann's Consolidated Balance Sheet, both under Dutch GAAP and US GAAP. Also the Buhrmann Notes issued by Silver Securitisation BV and the Buhrmann US Notes issued by

F-90

Buhrmann Silver US LLC are included in Buhrmann's Consolidated Balance Sheet, both under Dutch GAAP and US GAAP.

35.    New accounting pronouncements

IFRS

        From January 1, 2005, all European publicly listed companies are required to report on the basis of International Financial Reporting Standards (IFRS). Buhrmann started preparing for the transition in 2003, aiming to begin external reporting on the basis of IFRS from the 2005 reporting periods onwards. Within the limits of the IFRS framework we strive towards convergence with our US GAAP reporting. There may be substantial differences between the results of operations, cash flows and financial condition Buhrmann reports under Dutch GAAP from the equivalent data Buhrmann would report under IFRS. Some of the accounting standards under IFRS, including their practical implementation, are not yet fully finalized but we expect that the classification as debt of our Preference Shares A and Preference Shares C under IFRS, which are classified as part of shareholders' equity under Dutch GAAP, will have a material impact.

US GAAP

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs—An Amendment of ARB No. 43, Chapter 4". SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) must be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS No. 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. Buhrmann is currently reviewing the impact that adoption of SFAS No. 151 will have on its consolidated results of operations, financial position and cash flows.

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payments", which revises SFAS No. 123, "Accounting for Stock-Based Compensation", and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 (revised 2004) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS No. 123, are no longer an alternative to financial statement recognition. Buhrmann intends to adopt this revised standard from January 1, 2005. Buhrmann is currently reviewing the impact that adoption of SFAS No. 123 (revised 2004) will have on its consolidated results of operations, financial position and cash flows. Buhrmann has not yet determined whether adoption of SFAS No. 123 will result in amounts that are similar to the pro forma disclosures in Note 34.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets—An Amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary

F-91

exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for the fiscal periods beginning after June 15, 2005. Buhrmann is currently reviewing the impact that adoption of SFAS No. 153 will have on its consolidated results of operations, financial position and cash flows but expects that it will not have a material impact.

36.    Valuation and Qualifying accounts

	Balance at the beginning of the period	Charges to costs and expenses	Utilization/ release		Deconso- lidation		Charges to other accounts*		Balance at the end of the period
	(in millions of €)
Year ended December 31, 2004
Allowance for doubtful accounts receivable	30	1	(8	)	—		—		23
Inventory obsolescence reserve	41	10	(13	)	—		(1	)	37
Year ended December 31, 2003
Allowance for doubtful accounts receivable	51	10	(9	)	(19	)	(3	)	30
Inventory obsolescence reserve	51	10	(12	)	(7	)	(1	)	41
Year ended December 31, 2002
Allowance for doubtful accounts receivable	58	29	(31	)	—		(5	)	51
Inventory obsolescence reserve	56	13	(14	)	—		(4	)	51

*

Includes effect of acquisitions and disposals and foreign currency translation adjustments

37.    Supplemental Guarantor Information

        As part of the Senior Credit Facility and Indenture related to the Senior Subordinated Notes, Buhrmann N.V. and certain subsidiaries of Buhrmann N.V. act as guarantors. Presented below is consolidated information for Buhrmann US Inc., the issuer of the debt, Buhrmann N.V., the parent guarantor of the debt, the guarantor subsidiaries of Buhrmann N.V. (listed below), and the non-guarantor subsidiaries of Buhrmann N.V. All of the subsidiary guarantors are wholly owned subsidiaries of Buhrmann N.V. Pursuant to the Senior Credit Facility and the Indenture related to the Senior Subordinated Notes, Buhrmann N.V. and their subsidiary guarantors jointly, severally, fully and unconditionally guarantee Buhrmann US Inc.'s debt securities.

        Most reconciling items from Dutch GAAP to US GAAP as detailed in Note 34 are related to the operating activities of the guarantors. The US GAAP adjustment to the guarantor column would increase net result for the year 2004 by €42 million and would reduce non-guarantor net result by €14 million (2003: reduction of €42 million and €134 million respectively and 2002: reduction of €167 million and € 186 million respectively). The US GAAP adjustment would increase the guarantor equity at December 31, 2004 by €4 million and would increase non-guarantor equity by €52 million (2003: decrease of € 52 million and increase of €72 million respectively).

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        GUARANTOR SUBSIDIARIES as of December, 31 2004

a)    United States

ASAP Software Express, Inc.
BTOP USA Corp.
BTOPI Holding (U.S.)
Buhrmann Swaps, Inc.
Corporate Express Document & Print Management Inc.
Corporate Express Office Products, Inc.
Corporate Express Philadelphia Real Estate, Inc.
Corporate Express Promotional Marketing, Inc.
Corporate Express of Texas, Inc.
Corporate Express, Inc.
License Technologies Group, Inc.

b)    The Netherlands

Buhrmann Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)
Buhrmann Fined B.V. (f/k/a Finbelco B.V.)
Buhrmann II B.V. (f/k/a KNP BT II B.V.)
Buhrmann International B.V.
Buhrmann Nederland B.V.
Buhrmann Nederland Holding B.V. (f/k/a Scadisbel B.V.)
Tetterode-Nederland B.V.
Veenman B.V. (f/k/a Corporate Express Document Automatisering B.V.)
Buhrmann Office Products Nederland B.V. (f/k/a Corporate Express Benelux B.V.)

c)     Belgium

Buhrmann Europcenter N.V.

d)    Luxemburg

Buhrmann Luxembourg S.A.R.L.
Buhrmann N.V.
Notes to Consolidated Financial Statements

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Buhrmann N.V. Consolidated Statement of Income December 31, 2004

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations	Total
	In millions of €
Net sales	—		—		3,549		1,990			5,539
Costs of trade goods sold	—		—		(2,482	)	(1,402	)		(3,884	)
Other costs of sales	—		—		(98	)	(81	)		(179	)
Total costs of sales	—		—		(2,580	)	(1,483	)		(4,063	)
Added value	—		—		969		507			1,476
Labor costs	—		—		(574	)	(315	)		(889	)
Other operating costs	(1	)	—		(171	)	(120	)		(292	)
Exceptional operating results	—		—		(1	)	(4	)		(5	)
Depreciation of tangible fixed assets and software	—		—		(63	)	(21	)		(84	)
Amortization of goodwill	—		—		(43	)	(2	)		(45	)
Total operating costs	(1	)	—		(852	)	(462	)		(1,315	)
Operating result	(1	)			117		45			161
Net financing costs	114		26		(223	)	15			(68	)
Exceptional financing costs	(31	)	—		(4	)	—			(35	)
Result from operations before taxes	82		26		(110	)	60			58
Taxes on result from operations	(43	)	(18	)	45		29			13
Exceptional tax results	12		—		1		7			20
Other financial results	—		—		—		—			—
Exceptional other financial results	—		3		(1	)	4			6
Results from subsidiaries	(103	)	69		—		—		34
Minority interests							(17	)		(17	)
Net result from operations	(52	)	80		(65	)	83		34	80
Net result	(52	)	80		(65	)	83		34	80

F-94

Buhrmann N.V. Consolidated Statement of Income December 31, 2003

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations	Total
	In millions of €
Net sales					3,882		4,171			8,053
Costs of trade goods sold					(2,742	)	(3,191	)		(5,933	)
Other costs of sales					(100	)	(161	)		(261	)
Exceptional costs of sales							(5	)		(5	)
Total costs of sales					(2,842	)	(3,357	)		(6,199	)
Added value					1,040		814			1,854
Labor costs					(634	)	(503	)		(1,137	)
Other operating costs	(1	)			(184	)	(208	)		(393	)
Exceptional operating results					51		5			56
Depreciation of tangible fixed assets and software					(65	)	(39	)		(104	)
Amortization of goodwill					(47	)	(5	)		(52	)
Impairment of goodwill					(53	)	—			(53	)
Total operating costs	(1	)			(932	)	(750	)		(1,683	)
Operating result	(1	)			108		64			171
Net financing costs	135		26		(296	)	(26	)		(161	)
Exceptional financing costs	(67	)	2		(31	)	—			(96	)
Result from operations before taxes	67		28		(219	)	38			(86	)
Taxes on result from operations	(52	)	(13	)	92		(35	)		(8	)
Exceptional tax results	26		(3	)	40		13			76
Other financial results							1			1
Exceptional other financial results	—		(32	)	(84	)	13			(103	)
Results from subsidiaries	(136	)	(112	)	—		—		248	—
Minority interests							(14	)		(14	)
Exceptional minority interests							2			2
Net result from operations	(95	)	(132	)	(171	)	18		248	(132	)
Net result	(95	)	(132	)	(171	)	18		248	(132	)

F-95

Buhrmann N.V. Consolidated Statement of Income December 31, 2002

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations	Total
	In millions of €
Net sales					4,893		5,055			9,948
Costs of trade goods sold					(3,470	)	(3,922	)		(7,392	)
Other costs of sales					(138	)	(165	)		(303	)
Total costs of sales					(3,608	)	(4,087	)		(7,695	)
Added value					1,285		968			2,253
Labor costs					(790	)	(540	)		(1,330	)
Other operating costs	(1	)			(225	)	(241	)		(467	)
Depreciation of tangible fixed assets and software					(71	)	(43	)		(114	)
Amortization of goodwill					(50	)	(20	)		(70	)
Impairment of goodwill					(547	)	(26	)		(573	)
Total operating costs	(1	)			(1,683	)	(870	)		(2,554	)
Operating result	(1	)			(398	)	98			(301	)
Net financing costs	160		28		(386	)	(1	)		(199	)
Result from operations before taxes	159		28		(784	)	97			(500	)
Taxes on result from operations	(62	)	(9	)	3		50			(18	)
Other financial results					13		3			16
Results from subsidiaries	(363	)	(566	)			—		929	—
Minority interests			(12	)			(12	)
Net result from operations	(266	)	(547	)	(768	)	138		929	(514	)
Extraordinary result (after tax)					(33	)	(41	)		(74	)
Extraordinary result subsidiaries	(63	)	(41	)					104	—
Net result	(329	)	(588	)	(801	)	97		1,033	(588	)

F-96

Buhrmann N.V. Consolidated Balance Sheet December 31, 2004

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
	In millions of €
Fixed assets
Intangible fixed assets	—		—		1,286		117		—		1,403
Tangible fixed assets	—		—		123		67		—		190
Financial fixed assets	23		3		378		17		(37	)	384
	23		3		1,787		201		(37	)	1,977
Group participations			1,549						(1,549	)
Current assets
Inventories of trade goods	—		—		260		162				422
Accounts receivable	—		—		381		350				731
Other receivables	—		—		138		59				197
Cash and deposits	—		—		141		13				154
	—		—		920		584				1,504
Total assets	23		1,552		2,707		785		(1,586	)	3,481
Group equity
Ordinary Shares			166								166
Preference Shares			64								64
Additional paid in capital			2,080								2,080
Retained earnings	1,392		(961	)	(2,159	)	680		87		(961	)
Treasury shares			(10	)							(10	)
Undistributed profit			80								80
Minority interests							55				55
	1,392		1,419		(2,159	)	735		87		1,474
Provisions
Pensions	—		—		1		15		—		16
Deferred taxes	34		1		109		2		(37	)	109
Other	—		—		55		19		—		74
	34		1		165		36		(37	)	199
Long-term liabilities
Subordinated loans	110		115		—		—				225
Other loans	504		—		79		14				597
Intercompany financing	(2,046	)	—		4,075		(393	)	(1,636	)	—
	(1,432	)	115		4,154		(379	)	(1,636	)	822
Current liabilities
Loans	20		—		—		13				33
Bank overdrafts	—		—		30		(24	)			6
Accounts payable	—		—		383		280				663
Other liabilities	9		17		134		124				284
	29		17		547		393				986
Total group equity, provisions and liabilities	23		1,552		2,707		785		(1,586	)	3,481

F-97

Buhrmann N.V. Consolidated Balance Sheet December 31, 2003

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
	In millions of €
Fixed assets
Intangible fixed assets					1,421		122				1,543
Tangible fixed assets					137		71				208
Financial fixed assets	4		4		405		8				421
	4		4		1,963		201				2,172
Group participations			1,629						(1,629	)	—
Current assets
Inventories of trade goods					248		175				423
Accounts receivable					411		325				736
Other receivables					156		45				201
Cash and deposits					128		17				145
					943		562				1,505
Total assets	4		1,633		2,906		763		(1,629	)	3,677
Group equity
Ordinary Shares			164								164
Preference Shares			64								64
Additional paid in capital			2,055								2,055
Retained earnings	1,433		(705	)	(2,019	)	773		(187	)	(705	)
Treasury shares			(10	)							(10	)
Undistributed profit			(132	)							(132	)
Minority interests							48				48
	1,433		1,436		(2,019	)	821		(187	)	1,484
Provisions
Pensions					2		16				18
Deferred taxes	2		35		125		15				177
Other					60		19				79
	2		35		187		50				274
Long-term liabilities
Subordinated loans	277		115								392
Other loans	460				81		16				557
Intercompany financing	(2,187	)	—		4,114		(485	)	(1,442	)	—
	(1,450	)	(1,327	)	4,195		(469	)	(1,442	)	949
Current liabilities
Loans	11				2		15				28
Bank overdrafts					21		(16	)			5
Accounts payable					373		271				644
Other liabilities	8		47		147		91				293
	19		47		543		361				970
Total group equity, provisions and liabilities	4		191		2,906		763		(1,629	)	3,677

F-98

Buhrmann N.V. Consolidated Statement of Cash Flows December 31, 2004

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations	Total
	In millions of €
Cash flow from operating activities
Operating result	(1	)	—		118		44			161
Adjustments for:
Depreciation of tangible fixed assets and software	—		—		62		22			84
Amortization and impairment of goodwill	—		—		43		2			45
Addition to/(release of) provisions	—		—		(9	)	16			7
Net (increase)/decrease in working capital	6		2		21		7			36
Other operational payments:
Interest received/(paid)	136		34		(235	)	3			(62	)
Profit taxes received/(paid)	—		(45	)	44		(21	)		(22	)
Payments charged to provisions	—		—		(6	)	(20	)		(26	)
Net cash provided by operating activities	141		(9	)	38		53			223
Cash flow from investing activities
Net investments in tangible fixed assets and internally used software	—		—		(45	)	(14	)		(59	)
Acquisitions	—		—		—		(6	)		(6	)
Investments in financial fixed assets	—		—		(4	)	—			(4	)
Payments related to integration of acquisitions	—		—		(3	)	—			(3	)
Divestments including transaction expenses	—		(10	)	—		—			(10	)
Net cash provided by (used in) investing activities	—		(10	)	(52	)	(20	)		(82	)
Cash flow from financing activities
Dividend payments	—		(11	)	—		—			(11	)
Payment to and repurchase of interests of minority shareholders	—		—		—		(8	)		(8	)
Paid financing fees	(39	)	—		—		—			(39	)
Intercompany financing	(33	)	30		24		(21	)		—
Repayment of long-term debt	(69	)	—		—		—			(69	)
Net cash (used in) provided by financing activities	(141	)	19		24		(29	)		(127	)
Net cash flow	—		—		10		4			14

F-99

Buhrmann N.V. Consolidated Statement of Cash Flows December 31, 2003

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations	Total
	In millions of €
Cash flow from operating activities
Operating result	(1	)			108		64			171
Adjustments for:
Depreciation of tangible fixed assets and software					65		39			104
Amortization and impairment of goodwill					101		4			105
Addition to/(release of) provisions					(8	)	8			—
Net (increase)/decrease in working capital	(14	)			67		28			81
Other operational payments:
Interest received/(paid)	189		51		(348	)	(26	)		(134	)
Other financial income					17		1			18
Profit taxes received/(paid)					(28	)	6			(22	)
Payments charged to provisions					(8	)	(43	)		(51	)
Net cash provided by operating activities	174		51		(34	)	81			272
Cash flow from investing activities
Net investments in tangible fixed assets and internally used software					(45	)	(34	)		(79	)
Acquisitions							(10	)		(10	)
Payments related to integration of acquisitions					(8	)				(8	)
Divestments including transaction expenses			641							641
Net cash provided by (used in) investing activities	—		641		(53	)	(44	)		544
Cash flow from financing activities
Dividend payments			(9	)						(9	)
Payment to and repurchase of interests of minority shareholders							(7	)		(7	)
Paid financing fees	(25	)								(25	)
Intercompany financing	495		(683	)	221		(33	)		—
Settlement interest rate swaps					(40	)				(40	)
Repayment of long-term debt	(600	)								(600	)
Net cash (used in) provided by financing activities	(130	)	(692	)	181		(40	)		(681	)
Net cash flow	44		—		94		(3	)		135

F-100

Buhrmann N.V. Consolidated Statement of Cash Flows December 31, 2002

	Guarantor
	Issuer of debt		Parent		Subsidiaries		Non-guarantor Subsidiaries		Eliminations	Total
	In millions of €
Cash flow from operating activities
Operating result	(1	)			(271	)	(29	)		(301	)
Adjustments for:
Depreciation of tangible fixed assets and software					71		43			114
Amortization and impairment of goodwill					470		173			643
Addition to/(release of) provisions					(6	)	7			1
Net (increase)/decrease in working capital	1		(1	)	60		(8	)		52
Other operational payments:
Interest received/(paid)	197		59		(434	)	(6	)		(184	)
Profit taxes received/(paid)					43		(59	)		(16	)
Payments charged to provisions					(6	)	(45	)		(51	)
Net cash provided by operating activities	197		58		(73	)	76			258
Cash flow from investing activities
Net investments in tangible fixed assets and internally used software					(67	)	(40	)		(107	)
Acquisitions							(9	)		(9	)
Payments related to integration of acquisitions					(82	)	(8	)		(90	)
Divestments including transaction expenses					6		62			68
Net cash provided by (used in) investing activities	—		—		(143	)	5			(138	)
Cash flow from financing activities
Dividend payments			(25	)						(25	)
Payment to and repurchase of interests of minority shareholders							(5	)		(5	)
Paid financing fees	(16	)								(16	)
Intercompany financing	(64	)	(33	)	195		(98	)		—
Repayment of long-term debt	(162	)								(162	)
Net cash (used in) provided by financing activities	(242	)	(58	)	195		(103	)		(208	)
Net cash flow	(45	)	—		(21	)	(22	)		(88	)

F-101

BUHRMANN US INC.

Offer to Exchange

$150,000,000 principal amount of its 7⁷/8% Senior Subordinated Notes due 2015
which have been registered under the Securities Act
for any and all of its outstanding 7⁷/8% Senior Subordinated Notes due 2015

PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

        The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the certificate of incorporation and the bylaws of each individual company.

Belgium

        Buhrmann Europcenter N.V. is a company organized under the laws of Belgium.

        There is no general provision under Belgian law dealing with insurance or indemnification of director liability, nor do the articles of Buhrmann Europcenter N.V. provide for such insurance or indemnification.

        According to general Belgian company law provisions concerning director liability, the directors of a Belgian company can, in principle, be held liable: (i) by the company for any fault in the exercise of their office, (ii) by the company and any other third party for breach of the company's articles or the Belgian Company Code, and (iii) by the company and any other third party under the general principles of tort liability.

        In addition to the above grounds for civil liability, directors may be held liable in very specific circumstances, including where a director's acts have contributed to the bankruptcy of the company or where the director has received unlawful financial gain through actions resulting in material adverse financial consequences to the company.

        Directors can be discharged by shareholders of any liability towards the company. However, such discharge is not enforceable against third parties.

Colorado

        Corporate Express, Inc. is a company organized under the laws of Colorado.

        Section 7-108-402 of the Colorado Business Corporation Act ("CBCA") provides, generally, that the articles of incorporation of a Colorado corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. Such provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date on which such provision becomes effective.

        Section 7-109-103 of the CBCA provides that a Colorado corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a "Proceeding"), in which he was a party because the person is or was a director, against reasonable expenses incurred by him in connection with the Proceeding, unless such indemnity is limited by the corporation's articles of incorporation.

        Section 7-109-102 of the CBCA provides, generally, that a Colorado corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the

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Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person's conduct was in the corporation's best interests and, in all other cases, his conduct was at least not opposed to the corporation's best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

        Under Section 7-109-107 of the CBCA, unless otherwise provided in the articles of incorporation, a Colorado corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

        Article Seventh of Corporate Express, Inc.'s Certificate of Incorporation eliminates the liability of directors to Corporate Express, Inc. or its stockholders to the fullest extent allowed as provided by the CBCA, and Article Sixth indemnifies all persons to the fullest extent permitted by the CBCA.

        The bylaws of Corporate Express, Inc. indemnify any person made or threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the corporation or in any proceeding involving an improper personal benefit) by reason of the fact that such person is or was a director or officer of Corporate Express, Inc. or any subsidiary, if such person acted in good faith, believed his conduct was not opposed to the corporations best interest, and in the case of a criminal action, if they had no reasonable cause to believe the conduct in question was unlawful.

Delaware

        Buhrmann US Inc., BTOP USA Corporation, Buhrmann Swaps, Inc., Corporate Express Office Products, Inc., CE Philadelphia Real Estate, Inc., Corporate Express of Texas, Inc., and License Technologies Group, Inc. are all companies organized under the laws of Delaware.

        BTOPI Holding (U.S.) is a partnership organized under the laws of Delaware. Under the Delaware Revised Uniform Partnership Act, a partnership may and shall have the power, subject to any standards or restrictions set forth in the partnership agreement, to indemnify any partner or other person from and against all claims and demands whatsoever. The partnership agreement of BTOPI Holding (U.S.) does not contain any standards or restrictions pertaining to indemnification.

        Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation—a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a

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corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

        The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

        Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director (or certain persons who, pursuant to the provisions of the certificate of incorporation, exercise or perform duties conferred or imposed upon directors by the DGCL) to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit.

        Article Eighth of Buhrmann US Inc.'s Certificate of Incorporation eliminates the liability of directors to Buhrmann US Inc. or its stockholders, except for liabilities related to a breach of the duty of loyalty, actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, circumstances covered under Section 174 of the DGCL, or any transaction from which such director derived an improper personal benefit.

        The bylaws of Buhrmann US Inc. indemnify any person made or threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of Buhrmann US Inc. or serves or served at the request of Buhrmann US Inc. as a director, officer, employee, or agent, if such person acted in good faith, believed his conduct was not opposed to the corporation's best interest, and in the case of a criminal action, if they had no reasonable cause to believe the conduct in question was unlawful.

        In the case of a suit by or in the right of Buhrmann US Inc., Buhrmann US Inc. shall similarly indemnify such parties, except where such person shall have been adjudged to be liable to Buhrmann US Inc. unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines that such person is entitled to indemnity for certain expenses.

        Article Tenth of BTOP USA Corporation's Certificate of Incorporation eliminates the liability of directors to BTOP USA or its stockholders, except for liabilities related to a breach of the duty of loyalty, actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, circumstances covered under Section 174 of the DGCL, or any transaction from which such director derived an improper personal benefit.

        The bylaws of BTOP USA Corporation provide that BTOP USA shall indemnify any person made or threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, or employee of BTOP USA or serves or served at the request of BTOP USA as a director, officer or employee, if such person acted in good faith, believed his conduct was not opposed to the corporations best interest, and in the case of a criminal action, if they had no reasonable cause to believe the conduct in question was unlawful.

        In the case of a suit by or in the right of BTOP USA, BTOP USA shall similarly indemnify such parties, except where such person shall have been adjudged to be liable to BTOP USA unless and only

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to the extent that the Court of Chancery or the court in which such action or suit was brought determines that such person is entitled to indemnity for certain expenses.

        Article Eighth of Buhrmann Swaps, Inc.'s Certificate of Incorporation eliminates the liability of directors to the fullest extent allowed as provided by the DGCL, and indemnifies and holds harmless any and all persons whom it shall have power to indemnify under the DGCL.

        The bylaws of Buhrmann Swaps, Inc. provide that Buhrmann Swaps shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the DGCL.

        Article Fifth of Corporate Express Office Products, Inc.'s Certificate of Incorporation eliminates the liability of directors to Corporate Express Office Products, Inc. or its stockholders, except for liabilities related to a breach of the duty of loyalty, actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, circumstances covered under Section 174 of the DGCL, or any transaction from which such director derived an improper personal benefit. Article Sixth of Corporate Express Office Products, Inc.'s Certificate of Incorporation indemnifies and holds harmless any and all persons whom it shall have power to indemnify under the DGCL.

        Article Seventh of CE Philadelphia Real Estate, Inc.'s Certificate of Incorporation eliminates the liability of directors to CE Philadelphia Real Estate, Inc. or its stockholders, except for liabilities related to a breach of the duty of loyalty, actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, circumstances covered under Section 174 of the DGCL, or any transaction from which such director derived an improper personal benefit.

        The bylaws of CE Philadelphia Real Estate, Inc. provide that CE Philadelphia Real Estate, Inc. shall indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a director or officer of CE Philadelphia Real Estate, Inc. or serves or served at the request of CE Philadelphia Real Estate, Inc. as a director, officer, employee, fiduciary, or agent to the fullest extent allowed under the DGCL.

        Article Sixth of Corporate Express of Texas, Inc.'s Certificate of Incorporation eliminates the liability of directors to Corporate Express of Texas, Inc. or its stockholders, except for liabilities related to a breach of the duty of loyalty, actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, circumstances covered under Section 174 of the DGCL, or any transaction from which such director derived an improper personal benefit. Article Seventh of Corporate Express of Texas, Inc.'s Certificate of Incorporation indemnifies all persons to the fullest extent permitted by the DGCL.

        Article Ninth of License Technologies Group, Inc.'s Certificate of Incorporation eliminates the liability of directors to License Technologies Group, Inc. or its stockholders to the fullest extent allowed as provided by the DGCL, and Article Seventh indemnifies all persons to the fullest extent permitted by the DGCL.

        The bylaws of License Technologies Group, Inc. indemnify any person made or threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of License Technologies Group, Inc. or serves or served at the request of License Technologies Group, Inc. as a director, officer, employee, or agent, if such person acted in good faith, believed his conduct was not opposed to the corporations best interest, and in the case of a criminal action, if they had no reasonable cause to believe the conduct in question was unlawful.

        In the case of a suit by or in the right of License Technologies Group, Inc., Corporate License Technologies Group, Inc. shall similarly indemnify such parties, except where such person shall have been adjudged to be liable to License Technologies Group, Inc. unless and only to the extent that the

II-4

Court of Chancery or the court in which such action or suit was brought determines that such person is entitled to indemnity for certain expenses.

Illinois

        ASAP Software Express, Inc. is a company organized under the laws of Illinois.

        Section 8.75 of the Illinois Business Corporation Act of 1983 (the "IBCA") empowers a corporation to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than in an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

        In the case of an action or suit by or in the right of the corporation, Section 8.75 of the IBCA provides that no indemnification shall be made with respect to any claim, issue or matter as to which this person shall have been adjudged to be liable to the corporation, unless, and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

        Under Section 2.10 of the IBCA, a corporation may relieve a director from personal liability to such corporation or its shareholders for monetary damages for breach of fiduciary duty as a directors, except in circumstances involving: (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability arising under Section 8.65 of the IBCA; or (iv) any transaction from which the director derived an improper personal benefit.

        The bylaws of ASAP Software Express, Inc. provide the power to indemnify any person made or threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of ASAP Software Express, Inc., if such person acted in good faith, believed his conduct was not opposed to the corporations best interest, and in the case of a criminal action, if they had no reasonable cause to believe the conduct in question was unlawful.

        In the case of a suit by or in the right of ASAP Software Express, Inc., ASAP Software Express, Inc. shall have the power to similarly indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a director or officer of ASAP Software Express, Inc. or serves or served at the request of ASAP Software Express, Inc. as a director, officer, employee, or agent, except where such person shall have been adjudged to be liable to ASAP Software Express, Inc. unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines that such person is entitled to indemnity for certain expenses.

Luxembourg

        Buhrmann Luxembourg, S.ar.l. is organized under the laws of Luxembourg.

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        Managers of a private limited liability company may be held liable to the company, and to third parties in certain circumstances, for misconduct in their capacity as managers, under article 192 (which refers to article 53) of the Luxembourg act dated 10 August 1915 on commercial companies, as amended and under 1382 and 1383 of the Civil Code Luxembourg. The liability of managers in private limited liability companies may not be excluded contractually or through the company's articles of incorporation constitutional documents. In addition, companies may not put into place indemnity letters through which managers are indemnified and held harmless to the company. However, there is no legal provision under Luxembourg company law prohibiting the managers, or the company, from entering into an insurance contract covering the liability managers of the company may incur in such capacity.

Missouri

        Corporate Express Promotional Marketing, Inc. is a company organized under the laws of Missouri.

        Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses.

        Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection with such action, suit or proceeding.

        Section 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or which involved an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934.

Nebraska

        Corporate Express Document & Print Management, Inc. is a company organized under the laws of Nebraska.

        Sections 21-20,103 through 21-20,111 of the Nebraska Business Corporation Act (the "NBCA") provide, in part, that the directors and officers of a corporation may, under certain circumstances, be indemnified by the corporation against all liability expenses incurred by or imposed upon them as a result of actions, suits or proceedings brought against them as such directors and officers, or as

II-6

directors or officers of any other organization at the request of the corporation, if they act in good faith and in a manner they reasonably believe to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, have no reasonable cause to believe their conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses.

        In addition, Section 21-20,104 provides that, to the extent that a director has been wholly successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against reasonable expenses incurred in connection with such action, suit or proceeding.

        Article Eighth of Corporate Express Document & Print Management, Inc.'s Certification of Incorporation provides that Corporate Express Document & Management, Inc. shall indemnify any person made or threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, or employee of Corporate Express Document & Management, Inc. or serves or served at the request of Corporate Express Document & Management, Inc. as a director, officer or employee, if such person acted in good faith, and in the case of a criminal action, if they had no reasonable cause to believe the conduct in question was unlawful.

        In the case of a suit by or in the right of Corporate Express Document & Print Management, Inc., Corporate Express Document & Print Management, Inc. shall similarly indemnify such parties, except where such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Corporate Express Document & Management, Inc. unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines that such person is entitled to indemnity for certain expenses.

        The bylaws of Corporate Express Document & Print Management, Inc. provide that Corporate Express Document & Print Management, Inc. shall indemnify any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a director or officer of Corporate Express Document & Print Management, Inc. or serves or served at the request of Corporate Express Document & Print Management, Inc. as a director or officer, except when, in any administrative or court proceeding, he shall have been adjudged guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

The Netherlands

        Buhrmann N.V., Buhrmann Financieringen B.V., Buhrmann Fined B.V., Buhrmann II B.V., Buhrmann International B.V., Buhrmann Nederland B.V., Buhrmann Nederland Holding B.V., Tetterode-Nederland B.V., Veenman B.V., and Buhrmann Office Products Nederland B.V. are all companies organized under the laws of The Netherlands.

        There are no provisions under Dutch corporate law which allow or otherwise limit the indemnification of officers or directors. In addition, such persons are free to purchase insurance, or otherwise contract with third parties, to cover such liability.

        With the exception of Buhrmann N.V. in relation to indemnification of its directors, there are no specific provisions in the articles of association of the Dutch companies listed above under which a director or officer is insured or indemnified against liability that he or she may incur in his or her capacity as a director or officer. However, the articles of association of these entities do refer indirectly to the liability of a director when referencing the adoption of the annual accounts of the company by the General Meeting. At the General Meeting where it is resolved to adopt the annual accounts, the General Meeting may resolve to release the managing directors from liability for the management pursued, insofar as such management is reflected in the annual accounts.

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Item 21. Exhibits and Financial Statement Schedules.

(a)

Exhibits

Exhibit No.	Description of Exhibit
‡‡1.1	Articles of Association of Buhrmann NV, as amended, dated April 1, 2005.
‡1.2	Certificate of Incorporation of Buhrmann US Inc., as amdended, December 2, 2002.
‡1.3	By-Laws of Buhrmann US Inc.
‡1.4	Articles of Incorporation of A.S.A.P. Software Express, Inc., as amended, Novemeber 14, 1995.
‡1.5	By-Laws of A.S.A.P. Software Express, Inc.
‡1.6	Certificate of Incorporation of BTOP USA Corp., December 31, 1998.
‡1.7	By-Laws of BTOP USA Corp.
‡1.8	Statement of Partnership Existence for BTOPI Holding (U.S.), December 27, 2002.
‡1.9	Certificate of Incorporation of Buhrmann Swaps, Inc., October 8, 1999.
‡1.10	By-Laws of Buhrmann Swaps, Inc.
‡1.11	Articles of Incorporation of Corporate Express Document & Print Management, Inc., as amended, October 14, 1998.
‡1.12	By-Laws of Corporate Express Document & Print Management, Inc.
‡1.13	Certificate of Incorporation of Corporate Express Office Products, Inc., as amended, July 20, 1998.
‡1.14	By-Laws of Corporate Express Office Products, Inc.
‡1.15	Certificate of Incorporation of CE Philadelphia Real Estate, Inc., February 4, 1999.
‡1.16	By-Laws of CE Philadelphia Real Estate, Inc.
‡1.17	Certificate of Incorporation of Corporate Express Promotional Marketing, Inc.
‡1.18	By-Laws of Corporate Express Promotional Marketing.
‡1.19	Certificate of Incorporation of Corporate Express of Texas, Inc., February 22, 1995.
‡1.20	By-Laws of Corporate Express of Texas, Inc.
‡1.21	Articles of Incorporation and All Amendments of Corporate Express, Inc., December 2, 2003.
‡1.22	By-Laws of Corporate Express, Inc., September 22, 1994.
‡1.23	Certificate of Incorporation of License Technologies Group, Inc., June 14, 2000.
‡1.24	By-Laws of License Technologies Group, Inc.
‡1.25	Articles of Association of Buhrmann Financieringen B.V., as amended, dated December 27, 1999.
‡1.26	Articles of Association of Buhrmann Fined B.V., as amended, dated June 21, 2002.
‡1.27	Articles of Association of Buhrmann II B.V., as amended, dated January 28, 2003.

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‡1.28	Articles of Association of Buhrmann International B.V., as amended, dated June 28, 2000.
‡1.29	Articles of Association of Buhrmann Nederland B.V., as amended, dated January 27, 2000.
‡‡1.30	Articles of Association of Buhrmann Nederland Holding B.V., as amended, dated November 2, 2004.
‡1.31	Articles of Association of Tetterode-Nederland B.V., as amended, dated October 27, 1999.
‡1.32	Articles of Association of Veenman B.V., as amended, dated April 1, 2003.
‡1.33	Articles of Association of Buhrmann Office Products Nederland B.V., as amended, dated April 23, 2002.
‡1.34	Articles of Association of Buhrmann Europcenter N.V., as amended, dated June 24, 2002.
‡‡1.35	Articles of Association of Buhrmann Luxembourg, Sarl, as amended, dated October 11, 2002.
4.1	Indenture, dated as of March 2, 2005 for the 77/8% Senior Subordinated Notes due 2015 among Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantors listed therein and The Bank of New York, as trustee.
4.2	Form of 77/8% Senior Subordinated Notes due 2015 (included in exhibit 4.1)
‡4.3	Indenture, dated as of July 1, 2004 for the 81/4% Senior Subordinated Notes due 2014 among Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantors listed therein and The Bank of New York, as trustee.
‡4.4	Form of 81/4% Senior Subordinated Notes due 2014 (included in exhibit 4.1)
4.5	Registration Rights Agreement, dated as of March 2, 2005, among Buhrmann US Inc., Buhrmann NV, each of the subsidiary guarantors listed therein, Deutsche Bank Securities Inc, BNP Paribas Securities Corp, and ING Bank, N.V.
‡4.6	Registration Rights Agreement, dated as of July 1, 2004, among Buhrmann US Inc., Buhrmann NV, each of the subsidiary guarantors listed therein, Deutsche Bank Securities Inc, BNP Paribas Securities Corp, and ING Bank, N.V.
††4.7	Term and conditions of the 2.00% Guaranteed Convertible Subordinated Bonds due 2010.
5.1	Opinion of Latham & Watkins
5.2	Opinion of General Counsel and Company Secretary of Buhrmann, N.V.
5.3	Opinion of Senior Vice President and General Counsel of Corporate Express, Inc.
5.4	Opinion of Allen & Overy, Belgium
5.5	Opinion of Allen & Overy, Luxembourg
*10.1	Stock Purchase Agreement, dated as of September 3, 1999 by and between Buhrmann NV, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Bain Capital Fund VI, L.P.
*10.2	Amendment No. 1 to Stock Purchase Agreement, dated October 26, 1999 among Buhrmann NV, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Bain Capital Fund VI, L.P.
†††10.3	Share Purchase Agreement, dated as of February 22, 2005 among Buhrmann NV, the Apollo Holders, the Bain Holders and others.

II-9

**10.4	Distributor Agreement, dated December 10, 2002 between Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) and Buhrmann NV, effective as of July 1, 2003.
†10.5	Deposit Agreement, dated as of December 21, 1993, Amended and Restated as of September 20, 2001 by and among Buhrmann NV and The Bank of New York as Depositary and Owners and Holders of American Depositary Receipts.
**10.6	Form of employment contract for Members of the Executive Board.
**10.7	Dutch Master Receivables Purchase Agreement, amended and restated on July 18, 2002 between Buhrmann-Ubbens BV, Proost and Brandt BV, Buhrmann Silver S.A, Silver Securitisation B.V., Deutsche Trustee Company Limited and Buhrmann NV
††10.8	New US Originator Accession Agreement, dated April 16, 2003, between ASAP Software Expres, Inc. and Deutsche Trustee Company Limited and Buhrmann NV
††10.9	New Dutch Originator Accession Agreement, dated April 16, 2003, between Buhrmann Office Products Nederland B.V. and Deutsche Trustee Company Limited.
††10.10	Onward Dutch Receivables Re-Purchase Agreement, dated October 31, 2003, between Buhrmann Silver S.A., Buhrmann Ubbens B.V., Proost and Brandt B.V. and Deutsche Trustee Company Limited.
**10.11	US Contribution Agreement, amended and restated on July 18, 2002, between Corporate Express Office Products, Inc., Corporate Express of Texas, Inc., Burhmann Silver US LLC, Buhrmann NV and Deutsche Trustee Company Limited.
**10.12	English Originator Notice of Intention to Make Offers to Sell, given on July 18, 2002, by Robert Horne Group PLC, The Howard Smith Paper Group Limited and The M6 Paper Group Limited to Buhrmann Silver S.A.
††10.13	European Receivables Warehouse Company Sale and Purchase Agreement, dated October 31, 2003, between Buhrmann Silver S.A., Horne Group PLC, The Howard Smith Paper Group Limited, The M6 Paper Group Limited and Deutsche Trustee Company Limited.
**10.14	Master Definitions and Framework Deed, amended and restated July 18, 2002 between various parties in the securitization program.
**10.15	English Standard Terms and Conditions, amended and restated July 18, 2002 between various parties in the securitization program.
††10.16	Master Deed of Release and Termination, dated October 31, 2003, between various parties in the Securitsation Programme.
††10.17	Agreement for the sale and purchase of the Paper Merchanting Division of Buhrmann NV, dated September 8, 2003 between Buhrmann NV and PaperlinX Limited.
‡10.18	Senior Facilities Agreement, as amended June 28, 2004, between Buhrmann NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various Lenders.
†††10.19	Amendment to Senior Facilities Agreement, dated December 1, 2004 between Buhrmann NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various Lenders.

II-10

†††10.20	Amendment to Senior Facilities Agreement, dated March 10, 2005, between Buhrmann NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various Lenders.
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
†††21.1	List of significant Subsidiaries of Buhrmann NV.
23.1	Consent of Latham & Watkins (included in exhibit 5.1).
23.2	Consent of General Counsel and Company Secretary of Buhrmann, N.V. (included in exhibit 5.2).
23.3	Consent of Senior Vice President and General Counsel of Corporate Express, Inc. (included in exhibit 5.3).
23.4	Consent of Allen & Overy, Belgium (included in exhibit 5.4).
23.5	Consent of Allen & Overy, Luxembourg (included in exhibit 5.5).
23.6	Consent of PricewaterhouseCoopers Accountants N.V.
24.1	Powers of Attorney (included in the signature pages to this registration statement).
25.1	Statement of Eligibility of Trustee with respect to 81/4% Senior Subordinated Notes due 2014 Indenture.
99.1	Form of Letter of Transmittal, with respect to the exchange offer.
99.2	Form of Notice of Guaranteed Delivery, with respect to the old notes and the exchange notes.
99.3	Form of Letter to DTC Participants.
99.4	Form of Letter to Beneficial Holders.
99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

*

Incorporated by reference to Registration Statement of Buhrmann NV on Form F-4, dated March 31, 2000, File No. 333-11768.

**

Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F, dated. June 27, 2003, File No. 001-16663.

†

Incorporated by reference to Post Effective Amendment No. 1 to the Form F-6 Registration Statement filed with theSecurities and Exchange Commission on August 24, 2001.

††

Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F, dated June 21, 2004, File No.001-16663.

†††

Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F, dated March 14, 2005, File No. 001-16663.

‡

Incorporated by reference to Registration Statement of Buhrmann NV on Form F-4, dated September 7, 2004, File No. 333-117584.

‡‡

To be filed supplementally by amendement hereto.

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(b)

Financial Statement Schedules

        All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements and therefore has been omitted.

Item 22. Undertakings.

        Each of the undersigned registrants hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

        (4)   if such registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Section 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 20 above, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        Each of the undersigned registrants hereby undertakes:

        (1)   to respond to requests for information that are incorporated by reference into this prospectus pursuant to Items 4, 10(b), 11, or 13 of Form F-4, within one business day of receipt of

II-12

such request, and to send the incorporated documents by first class mail or other equally prompt means (this includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request); and

        (2)   to arrange or provide for a facility in the U.S. for the purpose of responding to such requests.

        Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN N.V.
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Chief Executive Officer and Director
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Chief Financial Officer and Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Chief Executive Officer and Director	April 8, 2005
/s/  F.F. WALLER F.F. Waller	Chief Financial Officer and Director	April 8, 2005
/s/  G. DEAN G. Dean	Director	April 8, 2005
/s/  M.S. HOFFMAN M.S. Hoffman	Director	April 8, 2005

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN FINANCIERINGEN B.V.
By:	Buhrmann Nederland BV
Title:	Director

By its Directors
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Director
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Buhrmann Nederland BV    By its Directors:
/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Director	April 8, 2005
/s/  F.F. WALLER F.F. Waller	Director	April 8, 2005
/s/  G. DEAN G. Dean	Director	April 8, 2005
/s/  M.S. HOFFMAN M.S. Hoffman	Director	April 8, 2005

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN FINED B.V.
By:	Buhrmann Nederland BV
Title:	Director

By its Directors
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Director
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Buhrmann Nederland BV    By its Directors:
/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Director	April 8, 2005
/s/  F.F. WALLER F.F. Waller	Director	April 8, 2005
/s/  G. DEAN G. Dean	Director	April 8, 2005
/s/  M.S. HOFFMAN M.S. Hoffman	Director	April 8, 2005

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN II B.V.
By:	Buhrmann Nederland B.V.
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Director
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Director	April 8, 2005
/s/  F.F. WALLER F.F. Waller	Director	April 8, 2005
/s/  G. DEAN G. Dean	Director	April 8, 2005
/s/  M.S. HOFFMAN M.S. Hoffman	Director	April 8, 2005

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN INTERNATIONAL B.V.
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Director
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Director	April 8, 2005
/s/  F.F. WALLER F.F. Waller	Director	April 8, 2005
/s/  G. DEAN G. Dean	Director	April 8, 2005
/s/  M.S. HOFFMAN M.S. Hoffman	Director	April 8, 2005

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN NEDERLAND B.V.
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Director
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Director	April 8, 2005
/s/  F.F. WALLER F.F. Waller	Director	April 8, 2005
/s/  G. DEAN G. Dean	Director	April 8, 2005
/s/  M.S. HOFFMAN M.S. Hoffman	Director	April 8, 2005

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN NEDERLAND HOLDING B.V.
By:	/s/  F.H.J. KOFFRIE
Name:	F.H.J. Koffrie
Title:	Director
By:	/s/  C.M. THOMAS
Name:	C.M. Thomas
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  F.H.J. KOFFRIE F.H.J. Koffrie	Director	April 8, 2005
/s/  C.M. THOMAS C.M. Thomas	Director	April 8, 2005
/s/  R.F. MAJENBURG R.F. Majenburg	Director	April 8, 2005

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

TETTERODE-NEDERLAND B.V.
By:	/s/  J.P. WIJN
Name:	J.P. Wijn
Title:	Director
By:	/s/  H.B. ALBERS
Name:	H.B. Albers
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  J.P. WIJN J.P. Wijn	Director	April 8, 2005
/s/  H.B. ALBERS H.B. Albers	Director	April 8, 2005

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Capelle a/d IJssel, The Netherlands on April 8, 2005.

VEENMAN B.V.
By:	/s/  E.S. ANNEMA
Name:	E.S. Annema
Title:	Director
By:	Corporate Express Europe BV
Title:	Director
	By, its Directors
		/s/  R.F. MAJENBURG
	Name:	R.F. Majenburg
	Title:	Director, Corporate Express Europe BV
		/s/  R.T. VANHEES
	Name:	R.T. VanHees
	Title:	Director, Corporate Express Europe BV

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  E.S. ANNEMA E.S. Annema	Director	April 8, 2005
Corporate Express Europe BV	Director	April 8, 2005
By its Directors:
/s/  R.F. MAJENBURG R.F. Majenburg	Director, Corporate Express Europe BV	April 8, 2005
/s/  R.T. VANHEES R.T. VanHees	Director, Corporate Express Europe BV	April 8, 2005

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on                        , 2005.

BUHRMANN OFFICE PRODUCTS NEDERLAND B.V.
By:	/s/  H. VANHOE
Name:	H. Vanhoe
Title:	Director
By:	Corporate Express Europe BV
Title:	Director
	By, its Directors
		/s/  R.F. MAJENBURG
	Name:	R.F. Majenburg
	Title:	Director, Corporate Express Europe BV
		/s/  R.T. VAN HEES
	Name:	R.T. Van Hees
	Title:	Director, Corporate Express Europe BV

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  H. VANHOE H. Vanhoe	Director	April 8, 2005
Corporate Express Europe BV	Director	April 8, 2005
By its Directors:
/s/  R.F. MAJENBURG R.F. Majenburg	Director, Corporate Express Europe BV	April 8, 2005
/s/  R.T. VAN HEES R.T. Van Hees	Director, Corporate Express Europe BV	April 8, 2005

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in their capacity as directors, thereunto duly authorized, in the country of Belgium on April 8, 2005.

BUHRMANN EUROPCENTER N.V. Bodemstraat 11, Box 1, 3830 Wellen RPR Enterprise number 0462996143 Commercial court of Tongeren
By:	/s/  R. HOVING
Name:	R. Hoving
Title:	Director
By:	/s/  C. BANGMA
Name:	C. Bangma
Title:	Director
By:	/s/  F.F WALLER
Name:	F.F. Waller
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that Buhrmann Eurocenter NV represented by each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on behalf of Buhrmann Europcenter N.V. by the following persons in the capacities and on the dates indicated.

/s/  R. HOVING R. Hoving	Director	April 8, 2005
/s/  C. BANGMA C. Bangma	Director	April 8, 2005
/s/  F.F WALLER F.F. Waller	Director	April 8, 2005
/s/  RUDI MERCKX Rudi Merckx	Director	April 8, 2005

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the country of Luxembourg on April 8, 2005.

BUHRMANN LUXEMBOURG S.A.R.L.
By:	/s/  F.F. WALLER
Name:	F.F. Waller
Title:	Director
By:	/s/  C. BANGMA
Name:	C. Bangma
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  R. HOVING R. Hoving	Director	April 8, 2005
/s/  C. BANGMA C. Bangma	Director	April 8, 2005

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN US INC.
By:	/s/  MARK HOFFMAN
Name:	Mark Hoffman
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK HOFFMAN Mark Hoffman	Director	April 8, 2005
/s/  FRANS KOFFRIE Frans Koffrie	Chief Executive Officer and Director	April 8, 2005
/s/  FLORIS WALLER Floris Waller	Director	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

ASAP SOFTWARE EXPRESS, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark Hoffman	Chief Executive Officer and Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Executive Vice President and Chief Financial Officer	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BTOP USA CORP.
By:	/s/  FRANS KOFFRIE
Name:	Frans Koffrie
Title:	Director
By:	/s/  FLORIS WALLER
Name:	Floris Waller
Title:	Director
By:	/s/  HEIDI VAN DER KOOIJ
Name:	Heidi van der Kooij
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  FRANS KOFFRIE Frans Koffrie	Chief Executive Officer and Director	April 8, 2005
/s/  FLORIS WALLER Floris Waller	Director	April 8, 2005
/s/  HEIDI VAN DER KOOIJ Heidi van der Kooij	Director	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BTOPI HOLDING (U.S.)
By:	BTOP USA CORP., its General Partner
By:	/s/  FRANS KOFFRIE
Name:	Frans Koffrie
Title:	Director, BTOP USA Corp.
By:	/s/  FLORIS WALLER
Name:	Floris Waller
Title:	Director, BTOP USA Corp.
By:	/s/  HEIDI VAN DER KOOIJ
Name:	Heidi van der Kooij
Title:	Director, BTOP USA Corp.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer	April 8, 2005
/s/  FRANS KOFFRIE Frans Koffrie	Director, BTOP USA Corp.	April 8, 2005

II-29

/s/  FLORIS WALLER Floris Waller	Director, BTOP USA Corp.	April 8, 2005
/s/  HEIDI VAN DER KOOIJ Heidi van der Kooij	Director, BTOP USA Corp.	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands on April 8, 2005.

BUHRMANN SWAPS, INC.
By:	/s/  CORNELIS BANGMA
Name:	Cornelis Bangma
Title:	Director
By:	/s/  FLORIS WALLER
Name:	Floris Waller
Title:	Director
By:	/s/  RUTGER GOLDSCHMEDING
Name:	Rutger Goldschmeding
Title:	Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  FRANS KOFFRIE Frans Koffrie	Chief Executive Officer	April 8, 2005
/s/  FLORIS WALLER Floris Waller	Director	April 8, 2005
/s/  CORNELIS BANGMA Cornelis Bangma	Director	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

CORPORATE EXPRESS DOCUMENT & PRINT MANAGEMENT, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer and Sole Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer and Sole Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Executive Vice President	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

CORPORATE EXPRESS OFFICE PRODUCTS, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer and Sole Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer and Sole Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Executive Vice President	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

CE PHILADELPHIA REAL ESTATE, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer and Sole Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer and Sole Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Executive Vice President	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

CORPORATE EXPRESS PROMOTIONAL MARKETING, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer and Sole Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer and Sole Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Executive Vice President	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

CORPORATE EXPRESS OF TEXAS, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	President and Sole Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	President and Sole Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Executive Vice President	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

CORPORATE EXPRESS, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer and Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Senior Vice President	April 8, 2005
/s/  FRANS KOFFRIE Frans Koffrie	Director	April 8, 2005
/s/  FLORIS WALLER Floris Waller	Director	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, Colorado on April 8, 2005.

LICENSE TECHNOLOGIES GROUP, INC.
By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer and Sole Director

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Floris F. Waller, Mr. Cornelis Bangma and/or Ms. Heidi van der Kooij, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorneys-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/  MARK S. HOFFMAN Mark S. Hoffman	Chief Executive Officer and Sole Director	April 8, 2005
/s/  GORDON GLOVER Gordon Glover	Chief Financial Officer and Executive Vice President	April 8, 2005
/s/  JOHN BRENHOLT John Brenholt	Vice President and Controller	April 8, 2005

II-38

SIGNATURE OF AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized represenatative in the United States of Buhrmann N.V., Buhrmann Financieringen B.V., Buhrmann Fined B.V., Buhrmann II B.V., Buhrmann International B.V., Buhrmann Nederland B.V., Buhrmann Nederland Holding B.V., Tetterode-Nederland B.V., Veenman B.V., Buhrmann Office Products Nederland B.V., Buhrmann Europcenter N.V., and Buhrmann Luxembourg, Sarl has signed this Registration Statement in the city of Broomfield, Colorado on April 8, 2005.

By:	/s/  MARK S. HOFFMAN
Name:	Mark S. Hoffman
Title:	Chief Executive Officer, Corporate Express, Inc.

II-39

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
‡‡1.1	Articles of Association of Buhrmann NV, as amended, dated April 1, 2005.
‡1.2	Certificate of Incorporation of Buhrmann US Inc., as amdended, December 2, 2002.
‡1.3	By-Laws of Buhrmann US Inc.
‡1.4	Articles of Incorporation of A.S.A.P. Software Express, Inc., as amended, Novemeber 14, 1995.
‡1.5	By-Laws of A.S.A.P. Software Express, Inc.
‡1.6	Certificate of Incorporation of BTOP USA Corp., December 31, 1998.
‡1.7	By-Laws of BTOP USA Corp.
‡1.8	Statement of Partnership Existence for BTOPI Holding (U.S.), December 27, 2002.
‡1.9	Certificate of Incorporation of Buhrmann Swaps, Inc., October 8, 1999.
‡1.10	By-Laws of Buhrmann Swaps, Inc.
‡1.11	Articles of Incorporation of Corporate Express Document & Print Management, Inc., as amended, October 14, 1998.
‡1.12	By-Laws of Corporate Express Document & Print Management, Inc.
‡1.13	Certificate of Incorporation of Corporate Express Office Products, Inc., as amended, July 20, 1998.
‡1.14	By-Laws of Corporate Express Office Products, Inc.
‡1.15	Certificate of Incorporation of CE Philadelphia Real Estate, Inc., February 4, 1999.
‡1.16	By-Laws of CE Philadelphia Real Estate, Inc.
‡1.17	Certificate of Incorporation of Corporate Express Promotional Marketing, Inc.
‡1.18	By-Laws of Corporate Express Promotional Marketing.
‡1.19	Certificate of Incorporation of Corporate Express of Texas, Inc., February 22, 1995.
‡1.20	By-Laws of Corporate Express of Texas, Inc.
‡1.21	Articles of Incorporation and All Amendments of Corporate Express, Inc., December 2, 2003.
‡1.22	By-Laws of Corporate Express, Inc., September 22, 1994.
‡1.23	Certificate of Incorporation of License Technologies Group, Inc., June 14, 2000.
‡1.24	By-Laws of License Technologies Group, Inc.
‡1.25	Articles of Association of Buhrmann Financieringen B.V., as amended, dated December 27, 1999.
‡1.26	Articles of Association of Buhrmann Fined B.V., as amended, dated June 21, 2002.
‡1.27	Articles of Association of Buhrmann II B.V., as amended, dated January 28, 2003.
‡1.28	Articles of Association of Buhrmann International B.V., as amended, dated June 28, 2000.
‡1.29	Articles of Association of Buhrmann Nederland B.V., as amended, dated January 27, 2000.
‡‡1.30	Articles of Association of Buhrmann Nederland Holding B.V., as amended, dated November 2, 2004.

‡1.31	Articles of Association of Tetterode-Nederland B.V., as amended, dated October 27, 1999.
‡1.32	Articles of Association of Veenman B.V., as amended, dated April 1, 2003.
‡1.33	Articles of Association of Buhrmann Office Products Nederland B.V., as amended, dated April 23, 2002.
‡1.34	Articles of Association of Buhrmann Europcenter N.V., as amended, dated June 24, 2002.
‡‡1.35	Articles of Association of Buhrmann Luxembourg, Sarl, as amended, dated October 11, 2002.
4.1	Indenture, dated as of March 2, 2005 for the 77/8% Senior Subordinated Notes due 2015 among Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantors listed therein and The Bank of New York, as trustee.
4.2	Form of 77/8% Senior Subordinated Notes due 2015 (included in exhibit 4.1)
‡4.3	Indenture, dated as of July 1, 2004 for the 81/4% Senior Subordinated Notes due 2014 among Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantors listed therein and The Bank of New York, as trustee.
‡4.4	Form of 81/4% Senior Subordinated Notes due 2014 (included in exhibit 4.1)
4.5	Registration Rights Agreement, dated as of March 2, 2005, among Buhrmann US Inc., Buhrmann NV, each of the subsidiary guarantors listed therein, Deutsche Bank Securities Inc, BNP Paribas Securities Corp, and ING Bank, N.V.
‡4.6	Registration Rights Agreement, dated as of July 1, 2004, among Buhrmann US Inc., Buhrmann NV, each of the subsidiary guarantors listed therein, Deutsche Bank Securities Inc, BNP Paribas Securities Corp, and ING Bank, N.V.
††4.7	Term and conditions of the 2.00% Guaranteed Convertible Subordinated Bonds due 2010.
5.1	Opinion of Latham & Watkins
5.2	Opinion of General Counsel and Company Secretary of Buhrmann, N.V.
5.3	Opinion of Senior Vice President and General Counsel of Corporate Express, Inc.
5.4	Opinion of Allen & Overy, Belgium
5.5	Opinion of Allen & Overy, Luxembourg
*10.1	Stock Purchase Agreement, dated as of September 3, 1999 by and between Buhrmann NV, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Bain Capital Fund VI, L.P.
*10.2	Amendment No. 1 to Stock Purchase Agreement, dated October 26, 1999 among Buhrmann NV, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Bain Capital Fund VI, L.P.
†††10.3	Share Purchase Agreement, dated as of February 22, 2005 among Buhrmann NV, the Apollo Holders, the Bain Holders, and others.
**10.4	Distributor Agreement, dated December 10, 2002 between Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) and Buhrmann NV, effective as of July 1, 2003.
†10.5	Deposit Agreement, dated as of December 21, 1993, Amended and Restated as of September 20, 2001 by and among Buhrmann NV and The Bank of New York as Depositary and Owners and Holders of American Depositary Receipts.
**10.6	Form of employment contract for Members of the Executive Board.

**10.7	Dutch Master Receivables Purchase Agreement, amended and restated on July 18, 2002 between Buhrmann-Ubbens BV, Proost and Brandt BV, Buhrmann Silver S.A, Silver Securitisation B.V., Deutsche Trustee Company Limited and Buhrmann NV
††10.8	New US Originator Accession Agreement, dated April 16, 2003, between ASAP Software Expres, Inc. and Deutsche Trustee Company Limited and Buhrmann NV
††10.9	New Dutch Originator Accession Agreement, dated April 16, 2003, between Buhrmann Office Products Nederland B.V. and Deutsche Trustee Company Limited.
††10.10	Onward Dutch Receivables Re-Purchase Agreement, dated October 31, 2003, between Buhrmann Silver S.A., Buhrmann Ubbens B.V., Proost and Brandt B.V. and Deutsche Trustee Company Limited.
**10.11	US Contribution Agreement, amended and restated on July 18, 2002, between Corporate Express Office Products, Inc., Corporate Express of Texas, Inc., Burhmann Silver US LLC, Buhrmann NV and Deutsche Trustee Company Limited.
**10.12	English Originator Notice of Intention to Make Offers to Sell, given on July 18, 2002, by Robert Horne Group PLC, The Howard Smith Paper Group Limited and The M6 Paper Group Limited to Buhrmann Silver S.A.
††10.13	European Receivables Warehouse Company Sale and Purchase Agreement, dated October 31, 2003, between Buhrmann Silver S.A., Horne Group PLC, The Howard Smith Paper Group Limited, The M6 Paper Group Limited and Deutsche Trustee Company Limited.
**10.14	Master Definitions and Framework Deed, amended and restated July 18, 2002 between various parties in the securitization program.
**10.15	English Standard Terms and Conditions, amended and restated July 18, 2002 between various parties in the securitization program.
††10.16	Master Deed of Release and Termination, dated October 31, 2003, between various parties in the Securitsation Programme.
††10.17	Agreement for the sale and purchase of the Paper Merchanting Division of Buhrmann NV, dated September 8, 2003 between Buhrmann NV and PaperlinX Limited.
‡10.18	Senior Facilities Agreement, as amended June 28, 2004, between Buhrmann NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various Lenders.
†††10.19	Amendment to Senior Facilities Agreement, dated December 1, 2004 between Buhrmann NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various Lenders.
†††10.20	Amendment to Senior Facilities Agreement, dated March 10, 2005, between Buhrmann NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various Lenders.
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
†††21.1	List of significant Subsidiaries of Buhrmann NV.
23.1	Consent of Latham & Watkins (included in exhibit 5.1).

23.2	Consent of General Counsel and Company Secretary of Buhrmann, N.V. (included in exhibit 5.2).
23.3	Consent of Senior Vice President and General Counsel of Corporate Express, Inc. (included in exhibit 5.3).
23.4	Consent of Allen & Overy, Belgium (included in exhibit 5.4).
23.5	Consent of Allen & Overy, Luxembourg (included in exhibit 5.5).
23.6	Consent of PricewaterhouseCoopers Accountants N.V.
24.1	Powers of Attorney (included in the signature pages to this registration statement).
25.1	Statement of Eligibility of Trustee with respect to 81/4% Senior Subordinated Notes due 2014 Indenture.
99.1	Form of Letter of Transmittal, with respect to the exchange offer.
99.2	Form of Notice of Guaranteed Delivery, with respect to the old notes and the exchange notes.
99.3	Form of Letter to DTC Participants.
99.4	Form of Letter to Beneficial Holders.
99.5	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

*

Incorporated by reference to Registration Statement of Buhrmann NV on Form F-4, dated March 31, 2000, File No. 333-11768.

**

Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F, dated. June 27, 2003, File No. 001-16663.

†

Incorporated by reference to Post Effective Amendment No. 1 to the Form F-6 Registration Statement filed with the Securities and Exchange Commission on August 24, 2001.

††

Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F, dated June 21, 2004, File No. 001-16663.

†††

Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F, dated March 14, 2005, File No. 001-16663.

‡

Incorporated by reference to Registration Statement of Buhrmann NV on Form F-4, dated September 7, 2004, File No. 333-117584.

‡‡

To be filed supplementally by amendement hereto.

EX-4.1

Exhibit 4.1

BUHRMANN US INC.,

as Issuer,

BUHRMANN N.V.,

and

the other GUARANTORS named herein,

as Guarantors,

and

THE BANK OF NEW YORK,

as Trustee

INDENTURE

Dated as of March 2, 2005

$150,000,000

7 7/8% Senior Subordinated Notes due 2015

CROSS-REFERENCE TABLE

TIA Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.08; 7.10
(b)	7.08; 7.10; 13.02
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	7.06
(b)(2)	7.06
(c)	7.06; 13.02
(d)	7.06
314(a)	4.06(a), 4.19; 13.02
(b)	N.A.
(c)(1)	7.02; 13.04; 13.05
(c)(2)	7.02; 13.04; 13.05
(c)(3)	N.A.
(d)	N.A.
(e)	13.05
(f)	N.A.
315(a)	7.01(b)
(b)	7.05
(c)	7.01
(d)	6.05; 7.01(c)
(e)	6.11
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	9.02
(b)	6.07
(c)	9.05
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	13.01
(c)	13.01

N.A. means Not Applicable

Note:This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture

TABLE OF CONTENTS

ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions
SECTION 1.02.	Other Definitions
SECTION 1.03.	Incorporation by Reference of TIA.
SECTION 1.04.	Rules of Construction.
ARTICLE TWO
THE SECURITIES
SECTION 2.01.	Form and Dating
SECTION 2.02.	Execution and Authentication
SECTION 2.03.	Registrar and Paying Agent
SECTION 2.04.	Paying Agent To Hold Assets in Trust
SECTION 2.05.	Holder Lists
SECTION 2.06.	Transfer and Exchange.
SECTION 2.07.	Replacement Securities.
SECTION 2.08.	Outstanding Securities
SECTION 2.09.	Treasury Securities.
SECTION 2.10.	Temporary Securities.
SECTION 2.11.	Cancellation.
SECTION 2.12.	Defaulted Interest.
SECTION 2.13.	CUSIP Number.
SECTION 2.14.	Deposit of Moneys.
SECTION 2.15.	Book-Entry Provisions for Global Securities.
SECTION 2.16.	Special Transfer Provisions.
ARTICLE THREE
REDEMPTION
SECTION 3.01.	Notices to Trustee
SECTION 3.02.	Selection of Securities To Be Redeemed
SECTION 3.03.	Notice of Redemption
SECTION 3.04.	Effect of Notice of Redemption.
SECTION 3.05.	Deposit of Redemption Price.
SECTION 3.06.	Securities Redeemed in Part

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ARTICLE FOUR
COVENANTS
SECTION 4.01.	Payment of Securities
SECTION 4.02.	Maintenance of Office or Agency.
SECTION 4.03.	Corporate Existence
SECTION 4.04.	Payment of Taxes and Other Claims.
SECTION 4.05.	[Reserved]
SECTION 4.06.	Compliance Certificate; Notice of Default
SECTION 4.07.	[Reserved]
SECTION 4.08.	Waiver of Stay, Extension or Usury Laws.
SECTION 4.09.	Change of Control.
SECTION 4.10.	Limitation on Incurrence of Additional Indebtedness.
SECTION 4.11.	Limitation on Restricted Payments.
SECTION 4.12.	Limitation on Liens.
SECTION 4.13.	Limitation on Asset Sales.
SECTION 4.14.	Limitations on Transactions with Affiliates.
SECTION 4.15.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
SECTION 4.16.	Additional Subsidiary Guarantees.
SECTION 4.17.	Limitation on Preferred Stock of Non-Guarantors.
SECTION 4.18.	Prohibition on Incurrence of Senior Subordinated Debt.
SECTION 4.19.	Reports to Holders.
ARTICLE FIVE
SUCCESSOR CORPORATION
SECTION 5.01.	Merger, Consolidation and Sale of Assets.
ARTICLE SIX
DEFAULT AND REMEDIES
SECTION 6.01.	Events of Default.
SECTION 6.02.	Acceleration.
SECTION 6.03.	Other Remedies.
SECTION 6.04.	Waiver of Past Defaults.
SECTION 6.05.	Control by Majority.
SECTION 6.06.	Limitation on Suits.
SECTION 6.07.	Rights of Holders To Receive Payment.
SECTION 6.08.	Collection Suit by Trustee.
SECTION 6.09.	Trustee May File Proofs of Claim.
SECTION 6.10.	Priorities.
SECTION 6.11.	Undertaking for Costs.

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ARTICLE SEVEN
TRUSTEE
SECTION 7.01.	Duties of Trustee.
SECTION 7.02.	Rights of Trustee.
SECTION 7.03.	Individual Rights of Trustee.
SECTION 7.04.	Trustee’s Disclaimer.
SECTION 7.05.	Notice of Default.
SECTION 7.06.	Reports by Trustee to Holders.
SECTION 7.07.	Compensation and Indemnity.
SECTION 7.08.	Replacement of Trustee.
SECTION 7.09.	Successor Trustee by Merger, Etc.
SECTION 7.10.	Eligibility; Disqualification.
SECTION 7.11.	Preferential Collection of Claims Against Company.
ARTICLE EIGHT
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01.	Termination of the Company’s Obligations.
SECTION 8.02.	Legal Defeasance and Covenant Defeasance.
SECTION 8.03.	Conditions to Legal Defeasance or Covenant Defeasance.
SECTION 8.04.	Application of Trust Money.
SECTION 8.05.	Repayment to the Company.
SECTION 8.06.	Reinstatement.
ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS
SECTION 9.01.	Without Consent of Holders.
SECTION 9.02.	With Consent of Holders.
SECTION 9.03.	Effect on Senior Debt.
SECTION 9.04.	Compliance with TIA.
SECTION 9.05.	Revocation and Effect of Consents.
SECTION 9.06.	Notation on or Exchange of Securities.
SECTION 9.07.	Trustee To Sign Amendments, Etc.
ARTICLE TEN
SUBORDINATION OF SECURITIES
SECTION 10.01.	Securities Subordinated to Senior Debt.
SECTION 10.02.	Suspension of Payment When Senior Debt Is in Default.
SECTION 10.03.	Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of Company.
SECTION 10.04.	Payments May Be Paid Prior to Dissolution.
SECTION 10.05.	Holders To Be Subrogated to Rights of Holders of Senior Debt.
SECTION 10.06.	Obligations of the Company Unconditional.
SECTION 10.07.	Notice to Trustee.

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SECTION 10.08.	Reliance on Judicial Order or Certificate of Liquidating Agent.
SECTION 10.09.	Trustee’s Relation to Senior Debt.
SECTION 10.10.	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt.
SECTION 10.11.	Securityholders Authorize Trustee To Effectuate Subordination of Securities.
SECTION 10.12.	This Article Ten Not To Prevent Events of Default.
SECTION 10.13.	Trustee’s Compensation Not Prejudiced.
ARTICLE ELEVEN
GUARANTEE OF SECURITIES
SECTION 11.01.	Unconditional Guarantee.
SECTION 11.02.	Limitations on Guarantees.
SECTION 11.03.	Additional Amounts.
SECTION 11.04.	Execution and Delivery of Guarantee.
SECTION 11.05.	Release of a Guarantor.
SECTION 11.06.	Waiver of Subrogation.
SECTION 11.07.	Immediate Payment.
SECTION 11.08.	No Set-Off.
SECTION 11.09.	Guarantee Obligations Absolute.
SECTION 11.10.	Guarantee Obligations Continuing.
SECTION 11.11.	Guarantee Obligations Not Reduced.
SECTION 11.12.	Guarantee Obligations Reinstated.
SECTION 11.13.	Guarantee Obligations Not Affected.
SECTION 11.14.	Waiver.
SECTION 11.15.	No Obligation To Take Action Against the Company.
SECTION 11.16.	Dealing with the Company and Others.
SECTION 11.17.	Default and Enforcement.
SECTION 11.18.	Amendment, Etc.
SECTION 11.19.	Acknowledgment.
SECTION 11.20.	Costs and Expenses.
SECTION 11.21.	No Merger or Waiver; Cumulative Remedies.
SECTION 11.22.	Survival of Guarantee Obligations.
SECTION 11.23.	Guarantee in Addition to Other Guarantee Obligations.
SECTION 11.24.	Severability.
SECTION 11.25.	Successors and Assigns.
ARTICLE TWELVE
SUBORDINATION OF GUARANTEE
SECTION 12.01.	Guarantee Obligations Subordinated to Guarantor Senior Debt.
SECTION 12.02.	Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default.
SECTION 12.03.	Guarantee Obligations Subordinated to Prior Payment of All Guarantor Senior Debt on Dissolution, Liquidation or Reorganization of Such Guarantor.
SECTION 12.04.	Payments May Be Paid Prior to Dissolution.

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SECTION 12.05.	Holders of Guarantee Obligations To Be Subrogated to Rights of Holders of Guarantor Senior Debt.
SECTION 12.06.	Guarantee Obligations of the Guarantors Unconditional.
SECTION 12.07.	Notice to Trustee.
SECTION 12.08.	Reliance on Judicial Order or Certificate of Liquidating Agent.
SECTION 12.09.	Trustee’s Relation to Guarantor Senior Debt.
SECTION 12.10.	Subordination Rights Not Impaired by Acts or Omissions of the Guarantors or Holders of Guarantor Senior Debt.
SECTION 12.11.	Holders Authorize Trustee To Effectuate Subordination of Guarantee Obligations.
SECTION 12.12.	This Article Twelve Not To Prevent Events of Default.
SECTION 12.13.	Trustee’s Compensation Not Prejudiced.
	ARTICLE THIRTEEN
	MISCELLANEOUS
SECTION 13.01.	TIA Controls.
SECTION 13.02.	Notices.
SECTION 13.03.	Communications by Holders with Other Holders.
SECTION 13.04.	Certificate and Opinion as to Conditions Precedent.
SECTION 13.05.	Statements Required in Certificate or Opinion.
SECTION 13.06.	Rules by Trustee, Paying Agent, Registrar.
SECTION 13.07.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities.
SECTION 13.08.	Judgment Currency.
SECTION 13.09.	Legal Holidays.
SECTION 13.10.	Governing Law.
SECTION 13.11.	No Adverse Interpretation of Other Agreements.
SECTION 13.12.	No Recourse Against Others.
SECTION 13.13.	Successors.
SECTION 13.14.	Duplicate Originals.
SECTION 13.15.	Severability.
Signatures

Exhibit A	-	Form of Note
Exhibit B	-	Form of Legends
Exhibit C	-	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
Exhibit D	-	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S
Exhibit E	-	Form of Notation of Guarantee

Note:This Table of Contents shall not, for any purpose, be deemed to be part of the Indenture

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INDENTURE dated as of March 2, 2005 among BUHRMANN US INC., a Delaware corporation (the “Company”), as issuer, Buhrmann N.V., a public company with limited liability under the laws of the Netherlands (“Parent”), and each of the other Guarantors named herein, as Guarantors, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

The Company has duly authorized the creation of an issue of 7 7/8% Senior Subordinated Notes due 2015 and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture.  All things necessary to make the Securities, when duly issued and executed by the Company and authenticated and delivered hereunder, the valid and binding obligations of the Company and to make this Indenture a valid and binding agreement of the Company have been done.

Each party hereto agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Securities:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.Definitions.

“2014 Notes” means the Company’s 8 1/4% Senior Subordinated Notes due 2014.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at and prior to the time such Person becomes a Restricted Subsidiary of Parent or at the time it merges or consolidates with or into Parent or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person; provided that such Indebtedness shall not have been incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Parent or such acquisition, merger or consolidation.

“Additional Interest” has the meaning given to such term in the Registration Rights Agreement.

“Additional Securities” means any securities originally issued under the terms of this Indenture after the Issue Date in addition to the Initial Securities (but, for the avoidance of doubt, excluding any Securities issued pursuant to Sections 2.07, 2.10, 2.15(d) or 3.06).

“Adjusted Net Assets” of a Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the assets of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities, but excluding liabilities under its Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under its Guarantee), excluding Indebtedness in respect of its Guarantee, as they become absolute and matured.

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership

of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

“Agent” means any Registrar, Paying Agent or co-Registrar.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of: (1) 1.0% of the principal amount of the Securities; or (2) the excess of: (a) the present value at such redemption date of (i) the redemption price of the Securities at March 1, 2010 (such redemption price being set forth in Paragraph 6 of the Securities) plus (ii) all required interest payments due on the Securities through March 1, 2010 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Securities, if greater.

“Asset Acquisition” means (1) an Investment by Parent or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into Parent or any Restricted Subsidiary, or (2) the acquisition by Parent or any Restricted Subsidiary of the assets of any Person (other than a Restricted Subsidiary) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other assets of such Person other than in the ordinary course of business.

“Asset Sale” means any Transfer by Parent or any of its Restricted Subsidiaries of (x) any Equity Interests of any Restricted Subsidiary or (y) any other assets of Parent or any Restricted Subsidiary other than sales of inventory in the ordinary course of business; provided that the term “Asset Sale” shall not include any of the following:

(a)any Transfer between or among Parent and/or one or more Restricted Subsidiaries;

(b)any transaction or series of related transactions for which Parent and its Restricted Subsidiaries receive aggregate consideration of less than $15.0 million;

(c)any Transfer covered by, and made in compliance with Section 5.01;

(d)sales of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, and transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

(e)surrender or waiver of contract rights or settlement of claims;

(f)Liens not prohibited by this Indenture;

(g)the Transfer of Cash Equivalents;

(h)any Transfer of damaged, worn-out or obsolete equipment in the ordinary course of business;

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(i)the lease or sublease of any real or personal property in the ordinary course of business;

(j)the licensing of intellectual property in the ordinary course of business;

(k)any Restricted Payment permitted by Section 4.11; and

(l)Permitted Investments.

“Australian Subsidiary” shall mean Corporate Express Australia Ltd. (or any successor) or any of its Subsidiaries.

‘‘Bank Waiver’’ means the waiver of certain restrictions in the Credit Agreement, without which the issuance of the Notes would constitute a default under the Credit Agreement.

“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“Board of Directors” means (1) with respect to Parent, (x) for purposes of the definitions of “Change of Control,” “Continuing Directors” and “Independent Financial Advisor,” its board of supervisory directors and (y) for all other purposes, its board of managing directors and (2) with respect to any other Person, the board of directors or similar governing body of such Person.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the City of New York are required or authorized by law or other governmental action to be closed.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Capital Stock” means:

(a)with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and

(b)with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

“Cash Equivalents” means:

(1)cash;

3

(2)debt securities denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars, as applicable, to be issued or directly and fully guaranteed or insured by the government of a Participating Member State (on the Issue Date), the U.K., Switzerland, Canada or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security;

(3)debt securities denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars which have not more than twelve months to final maturity, are not convertible into any other form of security, are rated P-1 by Moody’s or A-1 by Standard & Poor’s and are not issued or guaranteed by Parent or any of its Subsidiaries;

(4)`commercial paper denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least P-1 from Moody’s and A-1 from Standard & Poor’s;

(5)certificate of deposit denominated in euro, pounds sterling, Swiss franc, Canadian dollars or U.S. dollars having not more than twelve months to maturity issued by a bank or financial institution incorporated or having a branch in a Participating Member State (on the Issue Date) in the United Kingdom, Switzerland, Canada or the United States, provided that the bank is rated P-1 by Moody’s or A-1 by Standard & Poor’s;

(6)any cash deposit denominated in euro, pounds sterling, Swiss francs, Canadian dollars or U.S. dollars with any commercial bank or other financial institution, in each case whose long term unsecured, unsubordinated debt rating is a least Aa3 by Moody’s or AA by Standard & Poor’s;

(7)repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (2) above entered into with any bank or financial institution meeting the qualifications specified in clause (6) above; and

(8)investments in money market funds which invest substantially all their assets in securities of the types described in clauses (2) through (7) above.

“Change of Control” means the occurrence of one or more of the following events (whether or not otherwise in compliance with the provisions of this Indenture):

(a)any transaction (including any merger or consolidation) shall be consummated after which any Person or Group, together with any Affiliates thereof, shall become the owner, directly or indirectly, beneficially or of record, of Equity Interests representing 50% or more of the aggregate ordinary voting power of the Equity Interests of Parent; provided that (x) such ownership by Stichting B solely by reason of the issuance of Parent’s Preference Shares B pursuant to Section 4.10(b)(xi) shall not result in a Change of Control under this clause (a) so long as Stichting B Continuing Directors shall not cease to constitute a majority of the executive committee of Stichting B and (y) ownership of record of Parent’s Preference Shares A by Stichting shall not result in a Change of Control under this clause (a) so long as the Stichting A Continuing Directors shall not cease to constitute a majority of the executive committee of Stichting A;

4

(b)Parent shall cease to own, directly or indirectly, beneficially and of record, 100% of the Equity Interests of the Company;

(c)the approval by the holders of Equity Interests of Parent of any plan or proposal for the liquidation or dissolution of Parent; or

(d)Continuing Directors cease to constitute a majority of the Board of Directors of Parent.

For purposes of this definition, “Group” means a group for purposes of Section 13(d) of the Exchange Act, and “beneficial” ownership has the meaning under Rule 13d-3 under the Exchange Act.

“Commission” means the Securities and Exchange Commission.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Company” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter shall mean such successor corporation.

“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:

(a)Consolidated Net Income; and

(b)to the extent Consolidated Net Income has been reduced thereby:

(i)all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business);

(ii)Consolidated Interest Expense;

(iii)Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period; and

(iv)cash dividends on Designated Preferred Stock for such period;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period.  In addition to and without limitation of

5

the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring at any time on or after the first day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(b)any asset sales or other dispositions outside the ordinary course of business or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Indebtedness and also including any Consolidated EBITDA (including any Pro Forma Cost Savings) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring at any time on or after the first day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness) occurred on the first day of the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.  The foregoing adjustments shall be made with respect to any such incurrences, repayments, asset sales or other dispositions or Asset Acquisitions by any Person that becomes a Restricted Subsidiary, or any Restricted Subsidiary that ceases to be a Restricted Subsidiary, as the case may be, at any time on or after the first day of the Four Quarter Period and on or prior to the Transaction Date.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:

(a)interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

(b)notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Hedging Agreements, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

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(a)Consolidated Interest Expense; plus

(b)without duplication the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under this Indenture, its Restricted Subsidiaries (other than dividends paid in Qualified Equity Interests) paid during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated tax rate of such Person, expressed as a decimal.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

(a)the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation:  (a) any amortization of debt discount; (b) the net costs under Interest Hedging Agreements; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation (but excluding amortization or write-off of debt issuance costs); and

(b)the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio” with respect to any Person as of any date of determination means, the ratio of (1) consolidated Indebtedness of such person as of the end of the most recent fiscal quarter for which internal financial statements are available to (2) the aggregate amount of the Consolidated EBITDA of such Person during the four full fiscal quarters ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio for which financial statements are available, in each with such pro forma adjustments to consolidated Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

(a)after-tax gains and losses from Asset Sales (without regard to the exceptions in clauses (2) and (4) in the proviso of the definition thereof) or abandonments or reserves relating thereto;

(b)after-tax items classified as extraordinary or nonrecurring gains or losses;

(c)the net income (or loss) of any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person;

(d)the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise;

7

(e)the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;

(f)any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

(g)income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued but excluding Parent’s information systems division);

(h)the cumulative effect of a change in accounting principles;

(i)one-time non-cash compensation charges; and

(j)in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

provided further that any cash dividends on Designated Preferred Stock for such period shall decrease Consolidated Net Income.

“Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).

“Continuing Director” means a director who either was a member of the Board of Directors of Parent on the Issue Date or who became a director of Parent subsequent to the Issue Date and whose election, or nomination for election by Parent’s stockholders, was duly approved by a majority of the Continuing Directors then on the Board of Directors of Parent, either by a specific vote or by approval of the proxy statement issued by Parent on behalf of the entire Board of Directors of Parent in which such individual is named as nominee for director.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the dated hereof is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention:  Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“Credit Agreement” means the Credit Agreement dated as of December 23, 2003, between Parent, the Company, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank AG London, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise

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modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of Parent as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Currency/Commodity Hedging Agreement” means any agreement entered into between the Parent or any Restricted Subsidiary of the Parent and a bank or financial institution in respect of any currency swap agreements, commodity agreements or other similar agreements or arrangements.

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Depository” shall mean The Depository Trust Company, New York, New York, or a successor thereto registered under the Exchange Act or other applicable statute or regulation.

“Designated Preferred Stock” means preferred stock that is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate executed by the principal executive officer and the principal financial officer of the Company, on the issuance date thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Section 4.11(a)(3) and are not used for purposes of Section 4.11(b)(iv) or (v).

“Designated Senior Debt” means (1) Indebtedness under or in respect of the Credit Agreement and (2) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal amount of at least $25.0 million and is specifically designated in the instrument evidencing such Senior Debt as “Designated Senior Debt” by Parent.

“Disqualified Equity Interests” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the date which is 91 days after the final maturity date of the Securities.

“Equity Interests” means, with respect to any Person, the Capital Stock of such Person, any warrants, options or other options to purchase or acquire such Capital Stock and any securities convertible into or exchangeable for such Capital Stock.

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“Equity Offering” means any issuance and sale of Qualified Equity Interests of Parent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Securities” means the Securities issued in the Exchange Offer pursuant to Section 2.06 hereof.

“fair market value” means, with respect to any asset, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.  Fair market value (other than of any asset with a public trading market) in excess of $10.0 million shall be determined by the Board of Directors of Parent acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of Parent delivered to the Trustee.  For purposes of Section 4.11, fair market value (other than of any asset with a public trading market) in excess of $25.0 million shall be determined by an Independent Financial Advisor.

“GAAP” means generally accepted accounting principles in the Netherlands as consistently applied by Parent for all applicable periods, which are in effect as of the Issue Date. At any time after the Issue Date, the Parent, if required by applicable law to adopt International Financial Reporting Standards (“IFRS”), may elect to apply for all purposes of the Indenture IFRS, in lieu of GAAP, and, upon any such election, references therein to GAAP shall be construed to mean IFRS, provided that (1) any such election once made shall be irrevocable, (2) all financial statements and reports required to be provided, after such election, pursuant to this Indenture shall be prepared on the basis of IFRS and (3) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed in conformity with IFRS.

“Global Security” shall mean one or more Regulation S Global Securities and 144A Global Securities.

“Government Securities” means direct obligations of, and obligations guaranteed by, the United States of America for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Guarantee” means a guarantee, by a Guarantor pursuant to the provisions of this Indenture of (x) the Company’s obligations under this Indenture and the Securities and (y) each other such guarantee.

“Guarantor Senior Debt” means, with respect to any Guarantor:  the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of a Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Guarantee of such Guarantor.  Without limiting the generality of the foregoing, “Guarantor Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy

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at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

(x)all monetary obligations (including guarantees thereof) of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof);

(y)all Interest Hedging Agreements (and guarantees thereof); and

(z)all obligations (and guarantees thereof) under Currency/Commodity Hedging Agreements;

in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Guarantor Senior Debt” shall not include:

(a)any Indebtedness of such Guarantor to Parent or any of its Subsidiaries;

(b)Indebtedness to, or guaranteed on behalf of, any director, officer or employee of such Guarantor or any Subsidiary of such Guarantor (including, without limitation, amounts owed for compensation);

(c)obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;

(d)Indebtedness represented by Disqualified Equity Interests;

(e)any liability for taxes owed or owing by such Guarantor;

(f)that portion of any Indebtedness incurred in violation of Section 4.10 (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (f) if the holder(s) of such obligation or their representative shall have received an Officers’ Certificate of the Company to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of this Indenture);

(g)Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor; and

(h)any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of such Guarantor (including, without limitation, guarantees of the 2014 Notes).

“Guarantors” means: (1) Parent, (2) ASAP Software Express, Inc., BTOP USA Corp., BTOPI Holding (U.S.), Buhrmann Swaps, Inc., Corporate Express Document & Print Management, Inc., Corporate Express Office Products, Inc., CE Philadelphia Real Estate, Inc., Corporate Express Promotional Marketing, Inc., Corporate Express of Texas, Inc., Corporate Express, Inc., License Technologies

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Group, Inc., Buhrmann Financieringen B.V., Buhrmann Fined B.V., Buhrmann II B.V., Buhrmann International B.V., Buhrmann Nederland B.V., Buhrmann Nederland Holding B.V., Tetterode-Nederland B.V., Veenman B.V. (formerly known as Corporate Express Document Automatisering B.V.), Buhrmann Office Products Nederland B.V., Buhrmann Europcenter N.V., Buhrmann Luxembourg S.á.r.l. and (3) each Restricted Subsidiary of Parent that, after the date of this Indenture, executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” means with respect to any Person, without duplication:

(a)all indebtedness of such Person for borrowed money;

(b)all indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c)all Capitalized Lease Obligations of such Person;

(d)all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);

(e)all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

(f)guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (a) through (e) above and clause (h) below, other than Standard Securitization Undertakings;

(g)all obligations of any other Person of the type referred to in clauses (a) through (f) that are secured by any Lien on any asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such asset or the amount of the Obligation so secured;

(h)all obligations under Currency/Commodity Hedging Agreements, Interest Hedging Agreements and other hedging arrangements of such Person; and

(i)all Disqualified Equity Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Equity Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

The amount of any Indebtedness outstanding as of any date will be the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and the principal amount of the Indebtedness, in the case of any other Indebtedness.  For purposes hereof, the “maximum fixed repurchase

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price” of any Disqualified Equity Interests which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Equity Interests, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Equity Interests.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“Independent Financial Advisor” means a firm:  (1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in Parent; and (2) which, in the judgment of the Board of Directors of Parent, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Initial Purchasers” means Deutsche Bank Securities Inc., BNP Paribas Securities Corp. and ING Bank N.V.

“Initial Securities” means the Company’s 7 7/8% Senior Subordinated Notes due 2015 issued on the Issue Date (and any Securities issued in respect thereof pursuant to Section 2.07, 2.10, 2.15(d) or 3.06).

“Institutional Accredited Investor” or “IAI” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“interest” means, with respect to the Securities, interest and any Additional Interest on the Securities.

“Interest Payment Date” means the stated maturity of an installment of interest on the Securities.

“Interest Hedging Agreement” means any agreement entered into between the Parent or a Restricted Subsidiary of the Parent and a bank or financial institution in respect of any interest rate swap, currency swap, foreign exchange contracts, cap, floor, collar or optional transaction or any other treasury transaction or any combination of it or any other transaction entered into in connection with protection against or benefit from fluctuating in any rate or price.

“Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person.  “Investment” shall exclude extensions of trade credit by Parent and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of Parent or such Restricted Subsidiary, as the case may be.  If Parent or any Restricted Subsidiary of Parent sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of Parent such that, after giving effect to any such sale or disposition, Parent no longer owns, directly or indirectly, greater than 50% of the outstanding Common Stock of such Restricted Subsidiary, Parent shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or

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disposed of.  Other than in the case of any designation of an Australian Subsidiary, upon designation of any Subsidiary as an Unrestricted Subsidiary in accordance with the definition thereof, Parent shall be deemed to have made an Investment equal to the fair market value of such Subsidiary at that time.

“Issue Date” means March 2, 2005, the date of original issuance and authentication of the Securities.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest), but not including any interests in accounts receivable and related assets conveyed by Parent or any of its Subsidiaries in connection with a Qualified Receivables Transaction.

“Maturity Date” means March 1, 2015.

“Net Cash Proceeds” means

(A)with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by Parent or any of its Restricted Subsidiaries from such Asset Sale, net of:

(i)reasonable out-of-pocket fees and expenses relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

(ii)taxes paid or payable with respect to such Asset Sale after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(iii)repayment of Indebtedness that is secured by the assets that are the subject of such Asset Sale; and

(iv)appropriate amounts to be provided by Parent or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by Parent or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and

(B)with respect to any issuance and sale of Equity Interests or any capital contribution, the proceeds in the form of cash or Cash Equivalents received by Parent therefrom, net of out-of-pocket fees and expenses, including underwriting commissions and discounts and any other investment banking fees in respect thereof.

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Guarantor at the time of determination.

“Non-U.S. Person” has the meaning assigned to such term in Regulation S.

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“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness, and all guarantees of any of the foregoing.

“Offering Memorandum” means the offering memorandum of the Company and the Guarantors dated February 23, 2005 relating to the Securities.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Controller, or the Secretary of such Person.

“Officers’ Certificate” means a certificate signed by two Officers of the Company satisfying the requirements of Section 13.05.

“144A Global Security” means a permanent global security in registered form representing the aggregate principal amount of Securities sold in reliance on Rule 144A under the Securities Act.

“Opinion of Counsel” means a written opinion from legal counsel satisfying the requirements of Section 13.05.

“Parent” means Buhrmann N.V., a Dutch limited liability company, and its successors.

“Participating Member State” means each state so described in any European Monetary Union legislation.

“Permitted Investments” means:

(a)loans made pursuant to Section 4.10(b)(vi) or (vii);

(b)Investments (other than loans) in the Company or any Guarantor or any Person that will become immediately after such Investment the Company or a Guarantor or that will merge or consolidate into the Company or a Guarantor;

(c)Investments by Parent or any Restricted Subsidiary in any Restricted Subsidiary;

(d)investments in cash and Cash Equivalents;

(e)loans and advances to employees and officers of Parent and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $10.0 million at any one time outstanding;

(f)Interest Hedging Agreements in compliance with Section 4.10(b)(iv) and Currency/Commodity Hedging Agreements in compliance with Section 4.10(b)(v);

(g)Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(h)Investments made by Parent or any Restricted Subsidiary as a result of consideration received in an Asset Sale made in compliance with Section 4.13;

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(i)any Investment by the Company or any Guarantor in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person, in each case in connection with a Qualified Receivables Transaction; provided that the foregoing Investment is in the form of a note that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual arrangements with entities that are not Affiliates entered into as part of a Qualified Receivables Transaction;

(j)accounts receivable created or acquired in the ordinary course of business;

(k)guarantees permitted by Section 4.10(b)(xiv);

(l)Investments, payment for which consists exclusively of Qualified Equity Interests of Parent;

(m)Investments in Unrestricted Subsidiaries made after the issue date of the 2014 Notes in an aggregate amount not to exceed $25.0 million at any one time outstanding;

(n)Investments in Permitted Joint Ventures in an aggregate amount not to exceed $25.0 million at any one time outstanding; and

(o)additional Investments not to exceed $75.0 million at any one time outstanding.

“Permitted Joint Venture” means an entity characterized as a joint venture (however structured) engaged in a business where Parent and its Subsidiaries are engaged on the date of this Indenture and where Parent or a Restricted Subsidiary (a) owns at least 20% of the ownership interest or (b) has the right to receive at least 20% of the profits or distributions; provided that such joint venture is not a Subsidiary.

“Permitted Liens” means the following types of Liens:

(a)Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which Parent or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(b)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(c)Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

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(d)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(e)Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(f)Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Parent or any of its Restricted Subsidiaries, including rights of offset and set-off; and

(g)bankers’ liens, rights of setoff and other similar liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by Parent or any of its Restricted Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness.

“Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Private Placement Legend” means the legends initially set forth on the Securities in the form set forth in Exhibit B.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in costs that occurred during the Four Quarter Period that were (1) directly attributable to an Asset Acquisition and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act as in effect on the date of this Indenture or (2) implemented by the business that was the subject of any such Asset Acquisition within one year of the date of the Asset Acquisition and that are supportable and quantifiable by the underlying accounting records of such business, as if, in the case of each of clauses (1) and (2), all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses (except to the extent capitalized on Parent’s consolidated balance sheet) incurred or to be incurred during the Four Quarter Period in order to achieve such reduction in costs.

“Purchase Money Indebtedness” means Indebtedness of Parent and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets).

“Qualified Equity Interests” means any Equity Interests other than (1) any Disqualified Equity Interests and (2) any debt securities convertible into or exchangeable for Capital Stock.

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“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A under the Securities Act.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company, any Guarantor or any Receivables Subsidiary pursuant to which the Company, any Guarantor or any Receivables Subsidiary may sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (a) a Receivables Subsidiary (in the case of a transfer or encumbrancing by the Company or any Guarantor) and (b) any other Person (solely in the case of a transfer or encumbrancing by a Receivables Subsidiary), solely accounts receivable (whether now existing or arising in the future) of the Company or any Guarantor which arose in the ordinary course of business of the Company or any Guarantor, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of Parent which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of Parent (as provided below) as a Receivables Subsidiary (a) no portion of any Indebtedness or any other obligations (contingent or otherwise) of which, directly or indirectly, contingently or otherwise, (1) is guaranteed by Parent or any other Subsidiary of Parent (excluding Standard Securitization Undertakings), (2) is recourse to or obligates Parent or any other Subsidiary of Parent in any way other than pursuant to Standard Securitization Undertakings, or (3) subjects any asset of Parent or any other Subsidiary of Parent to the satisfaction thereof, other than Standard Securitization Undertakings, (b) with which neither Parent nor any other Subsidiary of Parent has any material contract, agreement, arrangement or understanding other than those customarily entered into in connection with Qualified Receivables Transactions or those related to the remitting of the proceeds received from a Qualified Receivables Transaction by such Wholly Owned Restricted Subsidiary to the Parent or one or more Guarantors in the form of payments by such Wholly Owned Restricted Subsidiary of the purchase price of accounts receivables acquired from the Parent or any Guarantor, and (c) with which neither Parent nor any other Subsidiary of Parent has any obligation, directly or indirectly, contingently or otherwise, to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results.  Any such designation by the Board of Directors of Parent shall be evidenced to the Trustee by the filing with the Trustee a Board Resolution of the Board of Directors of Parent giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Record Date” means the applicable Record Date specified in the Securities; provided that if any such date is not a Business Day, the Record Date shall be the first day immediately preceding such specified day that is a Business Day.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Securities.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price fixed for such redemption, payable in immediately available funds, pursuant to this Indenture and the Securities.

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“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means any Refinancing by Parent or any Restricted Subsidiary of Parent of Indebtedness incurred in accordance with Section 4.10(b)(i) or (iii) or pursuant to the Coverage Ratio Exception, in each case that does not:

(a)result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by Parent in connection with such Refinancing); or

(b)create Indebtedness with:  (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) no Subsidiary of the Company that is not an obligor with respect to such Indebtedness being Refinanced shall be an obligor with respect to such Refinancing Indebtedness and (y) if such Indebtedness being Refinanced is subordinate or junior to the Securities or the Guarantees, then such Refinancing Indebtedness shall be subordinate to the Securities or the Guarantees, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Issue Date among the Company, the Guarantors and the Initial Purchasers.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Security” means a permanent global security in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.

“Representative” means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt.

“Responsible Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee including any vice president, assistant vice president, treasurer, assistant treasurer, or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Security” means a Security that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Security constitutes a Restricted Security.

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“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.  Unless otherwise indicated, references to Restricted Subsidiaries shall be to Restricted Subsidiaries of Parent, including the Company.

“Rights Issue” means the issuance of rights to purchase common shares of Buhrmann N.V.

“Rule 144A” means Rule 144A under the Securities Act.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to Parent or a Restricted Subsidiary of any assets, whether owned by Parent or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by Parent or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such assets.

“Securities” means the Initial Securities and any Additional Securities (and any Securities issued pursuant to Section 2.07, 2.10, 2.15(d) or 3.06).

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

“Securityholder” or “Holder” means the Person in whose name a Security is registered on the Registrar’s books.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of the Company, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Securities.  Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

(a)all monetary obligations of every nature of the Company under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof);

(b)all Interest Hedging Agreements (and guarantees thereof); and

(c)all obligations (and guarantees thereof) under Currency/Commodity Hedging Agreements;

in each case whether outstanding on the Issue Date or thereafter incurred.

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Notwithstanding the foregoing, “Senior Debt” shall not include:

(a)any Indebtedness of the Company to Parent or any of its Subsidiaries;

(b)Indebtedness to, or guaranteed on behalf of, any director, officer or employee of Parent or any of its Subsidiaries (including, without limitation, amounts owed for compensation);

(c)obligations to trade creditors and other amounts incurred (but not under the Credit Agreement) in connection with obtaining goods, materials or services;

(d)Indebtedness represented by Disqualified Equity Interests;

(e)any liability for taxes owed or owing by the Company;

(f)that portion of any Indebtedness incurred in violation of Section 4.10 (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (f) if the holder(s) of such obligation or their representative shall have received an Officers’ Certificate of the Company to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of this Indenture);

(g)Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company; and

(h)any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company (including, without limitation, the 2014 Notes).

“Significant Subsidiary”, means (a) any Restricted Subsidiary of Parent that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act or (b) any one or more Restricted Subsidiaries of Parent that (1) are not otherwise Significant Subsidiaries, (2) as to which any event described in Section 6.01 (e), (f) or (g) has occurred and is continuing and (3) would together constitute a Significant Subsidiary under clause (a) of this definition.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Guarantor which are reasonably customary in an accounts receivable securitization transaction.

“Stichting A” means Stichting Administratiekantoor Preferente Aandelen Buhrmann N.V. and its successors.

“Stichting A Continuing Director” means a member of the executive committee of Stichting A on the Issue Date or who became a member of such executive committee subsequent to the Issue Date and who was appointed by a majority of the Stichting A Continuing Directors then on the executive committee of Stichting A.

“Stichting B” means Stichting Preferente Aandelen Buhrmann N.V. and its successors.

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“Stichting B Continuing Director” means a member of the executive committee of Stichting B on the Issue Date or who became a member of such executive committee subsequent to the Issue Date and who was appointed by a majority of the Stichting B Continuing Directors then on the executive committee of Stichting B.

“Subsidiary”, with respect to any Person, means:

(a)any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or

(b)any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

“Subsidiary Guarantor” means any Guarantor other than any direct or indirect parent company of the Company.

“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“Taxing Authority” means any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date of the execution of this Indenture until such time as this Indenture is qualified under the TIA, and thereafter as in effect on the date on which this Indenture is qualified under the TIA, except as otherwise provided in Section 9.04.

“Total Assets” means the total assets of Parent and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recently available consolidated balance sheet of Parent.

“Transfer” means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, including by Sale and Leaseback Transaction, consolidation, merger or otherwise.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 1, 2010; provided, however, that if the period from the redemption date to March 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.

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“Unrestricted Global Securities” means a Global Security that does not and is not required to bear the Private Placement Legend in the form set forth in Exhibit B, including.

“Unrestricted Securities” means one or more Securities that do not and are not required to bear the Private Placement Legend in the form set forth in Exhibit B, including, without limitation, the Exchange Securities.

“Unrestricted Subsidiary” of any Person means:

(a)any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(b)any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of Parent (including any newly acquired or newly formed Subsidiary but excluding the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any assets of, Parent or any other Subsidiary of Parent that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(a)Parent certifies to the Trustee that such designation complies with Section 4.11; provided, however, that the Australian Subsidiaries may be designated as Unrestricted Subsidiaries without complying with such covenant if, after giving pro forma effect to such designation, the Parent is able to incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and

(b)each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Parent or any of its Restricted Subsidiaries; provided, however, that Parent and its Restricted Subsidiaries may guarantee Indebtedness incurred by Unrestricted Subsidiaries to the extent permitted by Section 4.11.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

(a)immediately after giving effect to such designation, Parent is able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and

(b)immediately before and immediately after giving effect to such designation, no Default shall have occurred and be continuing.  Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

As of the Issue Date, none of the Parent’s Subsidiaries are designated as Unrestricted Subsidiaries.

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“U.S. Legal Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Guarantor” means any Guarantor that is a Wholly Owned Restricted Subsidiary of Parent.

“Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a foreign Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

SECTION 1.02.Other Definitions.

Term	Defined in Section
“Acceleration Notice”	6.02
“Additional Amounts”	11.03
“Affiliate Transaction”	4.14
“Change of Control Date”	4.09
“Change of Control Offer”	4.09
“Change of Control Payment Date”	4.09
“Company Surviving Entity”	5.01
“Covenant Defeasance”	8.02
“Coverage Ratio Exception”	4.10
“Event of Default”	6.01
“Four Quarter Period”	1.01
“Guarantee Obligations”	11.01
“incur”	4.10
“Judgment Currency”	13.08
“Legal Defeasance”	8.02
“Net Proceeds Offer”	4.13

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“Net Proceeds Offer Payment Date”	4.13
“Net Proceeds Offer Trigger Date”	4.13
“Non-Payment Default”	10.02
“Non-US Guarantor”	11.03
“Other Debt”	4.13
“Parent Surviving Entity”	5.01
“Participants”	2.15
“Paying Agent”	2.03
“Payment Blockage Notice”	10.02
“Payment Blockage Period”	10.02
“Payment Default”	10.02
“Physical Securities”	2.01
“Reference Date”	4.11
“Registrar”	2.03
“Relevant Party”	4.14
“Replacement Assets”	4.13
“Restricted Payment”	4.11
“Security Amount”	4.13
“Security Portion of Unutilized Net Cash Proceeds”	4.13
“spot rate of exchange”	13.08
“Surviving Entity”	5.01
“Taxing Jurisdiction”	11.03
“Transaction Date”	1.01
“Unutilized Net Cash Proceeds”	4.13

SECTION 1.03.Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in, and made a part of, this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities.

“indenture security holder” means a Holder or a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

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“obligor” on the indenture securities means the Company, any Guarantor or any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04.Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and words in the plural include the singular;

(5)provisions apply to successive events and transactions;

(6)“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(7)the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation.”

ARTICLE TWO

THE SECURITIES

SECTION 2.01.Form and Dating.

The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage.  The Company shall approve the form of the Securities and any notation, legend or endorsement on them.  Each Security shall be dated the date of its authentication.  Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E.

The terms and provisions contained in the Securities and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

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Securities offered and sold in reliance on Rule 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B.  The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided.

Securities issued in exchange for interests in a Global Security pursuant to Section 2.16 may be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the “Physical Securities”).

SECTION 2.02.Execution and Authentication.

Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate.  In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate.  Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase.  Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities.  Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company.

The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

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SECTION 2.03.Registrar and Paying Agent.

The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where (a) Securities may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Securities may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.  The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes.  The Company may act as its own Registrar or Paying Agent except that for the purposes of Articles Three and Eight and Sections 4.09 and 4.13, neither the Company nor any Affiliate of the Company shall act as Paying Agent.  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee.  The term “Paying Agent” includes any additional paying agent.  The Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed.

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent.  The Company shall notify the Trustee, in advance, of the name and address of any such Agent.  If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

SECTION 2.04.Paying Agent To Hold Assets in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that, subject to Article Ten and Article Twelve, each Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest on, the Securities (whether such assets have been distributed to it by the Company or any other obligor on the Securities), and shall notify the Trustee of any Default by the Company (or any other obligor on the Securities) in making any such payment.  The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed.  Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets.

SECTION 2.05.Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least two (2) Business Days prior to each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee.

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SECTION 2.06.Transfer and Exchange.

Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program.  To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request.  No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn.

Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system.

Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

SECTION 2.07.Replacement Securities.

If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the Trustee’s requirements are met.  Such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced.  The Company may charge such Holder for its reasonable out-of-pocket expenses in

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replacing a Security pursuant to this Section 2.07, including reasonable fees and expenses of counsel and of the Trustee.

Every replacement Security is an additional obligation of the Company and every replacement Guarantee shall constitute an additional obligation of the Guarantor thereof.

SECTION 2.08.Outstanding Securities.

Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding.  A Security does not cease to be outstanding because the Company, the Guarantors or any of their respective Affiliates holds the Security (subject to the provisions of Section 2.09).

If a Security is replaced pursuant to Section 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser.  A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.07.  If the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue.

If on a Redemption Date or the Maturity Date the Trustee or Paying Agent (other than Parent or a Subsidiary thereof) holds U.S. Legal Tender or Government Securities sufficient to pay all of the principal and interest due on the Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.Treasury Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by Parent, any of its Subsidiaries or any of their respective Affiliates shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned shall be disregarded.

SECTION 2.10.Temporary Securities.

Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities in exchange for temporary Securities.  Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as definitive Securities.  Notwithstanding the foregoing, so long as the Securities are represented by a Global Security, such Global Security may be in typewritten form.

SECTION 2.11.Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment.  The Trustee, or at the direction of the Trustee, the Registrar or the Paying

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Agent (other than the Company or a Subsidiary), and no one else, shall cancel and, at the written direction of the Company, shall dispose of all Securities surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures.  Subject to Section 2.07, the Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.  If the Company or any Guarantor shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.Defaulted Interest.

If the Company defaults in a payment of interest on the Securities, it shall, unless the Trustee fixes another record date pursuant to Section 6.10, pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, in any lawful manner.  The Company may pay the defaulted interest to the persons who are Holders on a subsequent special record date, which date shall be the fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day.  At least 15 days before any such subsequent special record date, the Company shall mail to each Holder, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.

SECTION 2.13.CUSIP Number.

The Company in issuing the Securities may use a “CUSIP” number, and if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Securities, and that reliance may be placed only on the other identification numbers printed on the Securities.  The Company will promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.14.Deposit of Moneys.

Prior to 10:00 a.m. New York City time on each Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Net Proceeds Offer Payment Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Net Proceeds Offer Payment Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and Net Proceeds Offer Payment Date, as the case may be.

SECTION 2.15.Book-Entry Provisions for Global Securities.

(a)The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B.

Members of, or participants in, the Depository (“Participants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee

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and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(b)Transfers of Global Securities shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees.  Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depository and the provisions of Section 2.16.  In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Security and a successor Depository is not appointed by the Company, with a copy to the Trustee, within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Securities.

(c)In connection with any transfer or exchange of a portion of the beneficial interest in a Global Security to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Security so transferred.

(d)In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, the Guarantors shall execute notations of Guarantees on and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.

(e)Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.

(f)The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.

SECTION 2.16.Special Transfer Provisions.

(a)Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons.  The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

(i)the Registrar shall register the transfer of any Restricted Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of

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the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications required thereby and (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto;

(ii)if the proposed transferee is a Participant and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Regulation S Global Security upon receipt by the Registrar of the Physical Security and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Registrar shall cancel the Physical Securities so transferred; and

(iii)if the proposed transferor is a Participant seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (B) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Securities to be transferred.

(b)Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a QIB:

(i)the Registrar shall register the transfer of any Restricted Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(ii)if the proposed transferee is a Participant and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the 144A

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Global Security, upon receipt by the Registrar of the Physical Security and written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its book and records the date and an increase in the principal amount of the 144A Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Registrar shall cancel the Physical Securities so transferred; and

(iii)if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Securities to be transferred and (B) an increase in the principal amount of the 144A Global Security in an amount equal to the principal amount of the Securities to be transferred.

(c)Restrictions on Transfer and Exchange of Global Securities.  Notwithstanding any other provisions of this Indenture, a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(d)Private Placement Legend.  Upon the transfer, exchange or replacement of Securities not bearing the Private Placement Legend, the Registrar or co-Registrar shall deliver Securities that do not bear the Private Placement Legend.  Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Registrar or co-Registrar shall deliver only Securities that bear the Private Placement Legend unless (i) there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Security has been offered pursuant to an effective registration statement under the Securities Act.

(e)General.  By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16.  The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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ARTICLE THREE

REDEMPTION

SECTION 3.01.Notices to Trustee.

If the Company elects to redeem Securities pursuant to Paragraphs 6, 7, 8 or 9 of the Securities, it shall notify the Trustee in writing of the Redemption Date, the Redemption Price and the principal amount of Securities to be redeemed.  The Company shall give notice of redemption to the Paying Agent and Trustee at least 30 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee in writing and except where the Company shall request the Trustee to mail the notice of redemption pursuant to Section 3.03 in which case the Company shall give at least 35 days notice under this Section 3.01), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.

SECTION 3.02.Selection of Securities To Be Redeemed.

In the event that less than all of the Securities are to be redeemed at any time, selection of such Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed or, if such Securities are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Securities of a principal amount of $1,000 or less shall be redeemed in part; and provided, further, that if a partial redemption is made with the Net Cash Proceeds of an Equity Offering, selection of the Securities or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of the Depository), unless such method is otherwise prohibited.

SECTION 3.03.Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Securities are to be redeemed at its registered address.  At the Company’s request, the Trustee shall forward the notice of redemption in the Company’s name and at the Company’s expense.  Each notice for redemption shall identify the Securities (including the CUSIP number) to be redeemed and shall state:

(1)the Redemption Date;

(2)the Redemption Price and the amount of accrued interest, if any, to be paid;

(3)the name and address of the Paying Agent;

(4)that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if any;

(5)that, unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Securities is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Securities redeemed;

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(6)if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the Redemption Date, and upon surrender of such Security, a new Security or Securities in aggregate principal amount equal to the unredeemed portion thereof will be issued;

(7)if fewer than all the Securities are to be redeemed, the identification of the particular Securities (or portion thereof) to be redeemed, as well as the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption; and

(8)the Paragraph of the Securities pursuant to which the Securities are to be redeemed.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

SECTION 3.04.Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price plus accrued interest, if any.  Upon surrender to the Trustee or Paying Agent, such Securities called for redemption shall be paid at the Redemption Price (which shall include accrued interest thereon to the Redemption Date), but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates.

SECTION 3.05.Deposit of Redemption Price.

On or before 10:00 a.m. New York time on the Redemption Date, the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption Price plus accrued interest, if any, of all Securities to be redeemed on that date.

If the Company complies with the preceding paragraph, then, unless the Company defaults in the payment of such Redemption Price plus accrued interest, if any, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment.

SECTION 3.06.Securities Redeemed in Part.

Upon surrender of a Security that is to be redeemed in part only, the Trustee shall upon written instruction from the Company authenticate for the Holder a new Security or Securities in a principal amount equal to the unredeemed portion of the Security surrendered.

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ARTICLE FOUR

COVENANTS

SECTION 4.01.Payment of Securities.

The Company shall pay the principal of and interest on the Securities in the manner provided in the Securities.  An installment of principal of or interest on the Securities shall be considered paid on the date it is due if the Trustee or Paying Agent (other than Parent or a Subsidiary thereof) holds on that date U.S. Legal Tender designated for and sufficient to pay the installment.  Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 4.02.Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, The City of New York, the office or agency required under Section 2.03.  The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.02.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby initially designates the Corporate Trust Office of the Trustee located in the Borough of Manhattan, The City of New York, as such office of the Company in accordance with Section 2.03.

SECTION 4.03.Corporate Existence.

Except as otherwise permitted by Article Five, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents of each such Restricted Subsidiary and the rights (charter and statutory) and material franchises of Parent and each of its Restricted Subsidiaries; provided, however, that Parent shall not be required to preserve any such right, franchise or corporate existence with respect to each such Restricted Subsidiary if the Board of Directors of Parent shall determine that the loss thereof would not, individually or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of Parent and its Restricted Subsidiaries taken as a whole (a “Material Adverse Effect”).

SECTION 4.04.Payment of Taxes and Other Claims.

Parent shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon it or any of its Subsidiaries or upon the income, profits or property of it or any of its Restricted Subsidiaries and (b) all lawful claims for labor, materials and supplies which, in each case, if unpaid, might by law

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become a material liability or Lien upon the property of it or any of its Restricted Subsidiaries; provided, however, that Parent shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, (i) the applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate provision has been made or (ii) where the failure to effect such payment or discharge would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 4.05.[Reserved]

SECTION 4.06.Compliance Certificate; Notice of Default.

(a)The Company shall deliver to the Trustee, within 120 days after the close of each fiscal year (which on the date hereof is December 31) an Officers’ Certificate signed by the chief executive, chief financial or chief accounting officer stating that a review of the activities of Parent and its Subsidiaries has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall describe its status with particularity.  The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

(b)The annual financial statements delivered pursuant to Section 4.19 shall be accompanied by a written report of Parent’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of such financial statements nothing has come to their attention that would lead them to believe that any provision of Article Four or Article Five of this Indenture has been violated insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)The Company shall deliver to the Trustee as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and describing its status with particularity and the action proposed to be taken thereto.

SECTION 4.07.[Reserved]

SECTION 4.08.Waiver of Stay, Extension or Usury Laws.

Each of the Company and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or such Guarantor from paying all or any portion of the principal of and/or interest on the Securities or the Guarantee of any such Guarantor as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture, and (to the extent that it may lawfully do so) each hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to

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the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.09.Change of Control.

(a)Upon the occurrence of a Change of Control, the Company must offer to purchase all the Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued interest to the date of purchase.

(b)Within 35 days following the date upon which a Change of Control occurs (the “Change of Control Date”), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer.  The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Change of Control Offer.  Such notice shall state:

(i)that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Securities tendered and not withdrawn will be accepted for payment;

(ii)the purchase price (including the amount of accrued interest) and the payment date (the “Change of Control Payment Date”), which shall be a Business Day, that is not earlier than 30 days or later than 60 days from the date such notice is mailed;

(iii)that any Security not tendered will continue to accrue interest;

(iv)that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(v)that Holders who tender their Securities in a Change of Control Offer must tender prior to the Change of Control Payment Date;

(vi)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased;

(vii)that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount equal to the unpurchased portion of the Securities surrendered; and

(viii)the circumstances and relevant facts regarding such Change of Control.

(c)On or before the Change of Control Payment Date, the Company shall (i) accept for payment Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Securities so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof being purchased by the Company.  The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and upon written order of the Company the Trustee shall

39

promptly authenticate and mail to such Holders new Securities equal in principal amount to any unpurchased portion of the Securities surrendered.  Any Securities not so accepted shall be promptly mailed by the Company to the Holder thereof.  For purposes of this Section 4.09, the Trustee shall act as the Paying Agent.  Any amounts remaining with the Paying Agent after the purchase of Securities pursuant to a Change of Control Offer shall be returned by the Trustee to the Company upon written request.

(d)Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Company covenants to:

(i)(x) repay in full all Indebtedness, and terminate all commitments, under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or prohibit the consummation of the Change of Control Offer or (y) offer to repay in full all Indebtedness, and terminate all commitments, under the Credit Agreement and all such other Senior Debt and repay the Indebtedness owed to each lender which has accepted such offer; or

(ii)obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Securities as provided below.

The Company shall first comply with this Section 4.09(d) before it shall be required to purchase Securities pursuant to this Section 4.09.  The Company’s failure to comply with this Section 4.09(d), and any resulting failure to make a Change of Control Offer as otherwise required above, may (with notice and lapse of time) constitute an Event of Default under Section 6.01(c) but shall not constitute an Event of Default under Section 6.01(b).

(e)The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities pursuant to a Change of Control Offer.  To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue thereof.

(f)The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.10.Limitation on Incurrence of Additional Indebtedness.

(a)Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness; provided that if no Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any Guarantor may incur Indebtedness, and any Non-Guarantor Restricted Subsidiary may incur Acquired Indebtedness, in each case, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence of such Indebtedness and all other Indebtedness to be incurred on such date, the Consolidated Fixed Charge Coverage Ratio of Parent is greater than 2.0 to 1.0 (this proviso, the “Coverage Ratio Exception”).

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(b)Section 4.10(a) shall not prohibit any of the following:

(i)The Securities incurred on the Issue Date and the related Guarantees;

(ii)Indebtedness of the Company or any Guarantor incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed the aggregate of Euro 490 million and $752 million;

(iii)other Indebtedness of Parent and its Restricted Subsidiaries outstanding on the Issue Date (after giving effect to the repurchase of Existing Notes tendered in the Debt Tender);

(iv)Interest Hedging Agreements entered into by the Parent or any Restricted Subsidiary for non-speculative pursposes;

(v)Currency/Commodity Hedging Agreements entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business so long as any such Currency/Commodity Hedging Agreement is not speculative in nature and is (i) related to income derived from foreign sales or operations of the Parent or any Restricted Subsidiary or otherwise related to purchase permitted hereunder from foreign suppliers, (ii) entered into to protect the Parent and/or its Restricted Subsidiaries against fluctuations in the prices of raw materials unused in their business or (iii) entered into to protect the Parent or any of its Restricted Subsidiaries from exposure to adverse movements in foreign exchange;

(vi)Indebtedness of the Company or any Guarantor to the Company, any Guarantor or any Non-Guarantor Restricted Subsidiary; provided that (a) any such Indebtedness of the Company shall be subordinated, pursuant to a written agreement, to the Company’s obligations under this Indenture and the Securities, (b) any such Indebtedness of any Guarantor to any Non-Guarantor Restricted Subsidiary shall be subordinated, pursuant to a written agreement, to such Guarantor’s obligations under this Indenture and its Guarantee and (c) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person other than the Company or (other than in the case of Indebtedness owed by the Company) any Guarantor holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vi);

(vii)Indebtedness of any Non-Guarantor Restricted Subsidiary to Parent or any Restricted Subsidiary; provided that (a) any such Indebtedness owed to the Company or any Guarantor shall be unsubordinated and (b) at the first time that any Person other than Parent or any Restricted Subsidiary owns or holds any such Indebtedness or any Person (other than the Company or any Guarantor) holds a Lien in respect of such Indebtedness, such Non-Guarantor Restricted Subsidiary shall be deemed to have incurred at such time Indebtedness not permitted by this clause (vii);

(viii)obligations incurred in the ordinary course of business in respect of bank overdrafts and with respect to cash management and operating account arrangements; provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money and so long as all obligations arising in connection with such obligations are extinguished within five Business Days of the date when such obligations arise;

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(ix)Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business;

(x)Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness incurred in the ordinary course of business, and Refinancings thereof, not to exceed $75.0 million at any one time outstanding;

(xi)any of Parent’s Preference Shares B issued to Stichting B in accordance with the terms of Parent’s Articles of Association as the terms of Parent’s Preference Shares B thereunder are in effect on the date of this Indenture and in accordance with the put and call arrangements with Stichting B as in effect on the date of this Indenture or, in each case, as thereafter amended in a manner no less favorable to the Holders;

(xii)Indebtedness of a Receivables Subsidiary in a Qualified Receivables Transaction, which Indebtedness shall not be guaranteed by or otherwise recourse (other than pursuant to Standard Securitization Undertakings) to Parent or any of its Restricted Subsidiaries or any of their assets (other than such Receivables Subsidiary and its assets);

(xiii)guarantees by the Company or any Guarantor of any Indebtedness of the Company or any Guarantor that was permitted to be incurred pursuant to this Indenture, substantially concurrently with such incurrence or at the time such Person becomes a Guarantor;

(xiv)Indebtedness of the Company or any Guarantor payable to one or more sellers of any Person acquired by Parent or any Restricted Subsidiary, which Indebtedness shall be unsecured and subordinated, pursuant to a written agreement, to the Company’s or such Guarantor’s obligations under this Indenture and the Securities or such Guarantor’s Guarantee, as the case may be, and Refinancings of such Indebtedness by the Company or any Guarantor, in an aggregate amount not to exceed $150.0 million at any one time outstanding;

(xv)Indebtedness in the form of guarantees of Indebtedness of the Australian Subsidiaries of the Parent made by the Issuer or any Guarantor to the extent permitted by Section 4.11;

(xvi)Indebtedness not for borrowed money arising from agreements of Parent or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by Parent and its Restricted Subsidiaries in connection with such disposition;

(xvii)Indebtedness consisting of guarantees of loans made by third parties to management for the purpose of permitting management to purchase Equity Interests of Parent, in an aggregate amount not to exceed $10.0 million at any one time outstanding;

(xviii)Refinancing Indebtedness; and

(xix)additional Indebtedness in an aggregate principal amount not to exceed $150.0 million at any one time outstanding.

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(c)For purposes of determining any particular amount of Indebtedness under this Section 4.10, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included.  For purposes of determining compliance with this Section 4.10, in the event that an item of Indebtedness meets the criteria of more than one of the Sections 4.10(b)(i) through (xix) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, Parent shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this Section 4.10.  Any (1) accrual of interest, (2) accretion or amortization of original issue discount, (3) payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, (4) payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests, (5) change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies, or (6) the reclassification of preferred stock or preference shares as Indebtedness due to a change in accounting principles will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity Interests for purposes of this Section 4.10.

SECTION 4.11.Limitation on Restricted Payments.

(a)Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Equity Interests of Parent) on or in respect of shares of Parent’s Equity Interests to holders of such Equity Interests;

(ii)purchase, redeem or otherwise acquire or retire for value any Capital Stock of Parent or any warrants, options or other rights to purchase or acquire any such Capital Stock;

(iii)make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Securities or such Guarantor’s Guarantee; or

(iv)make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (i), (ii), (iii) and (iv) being referred to as a “Restricted Payment”);

if at the time of such Restricted Payment or immediately after giving effect thereto,

(1)a Default shall have occurred and be continuing; or

(2)Parent is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(3)the aggregate amount of all Restricted Payments including such proposed Restricted Payment (other than any Restricted Payment pursuant to Section 4.11(b)(v)(y), (vi), (vii), (viii), (vix) or (x)) made subsequent to March 31, 2004 (the amount expended for such purposes, if other than in cash, being the fair market value of such assets) shall exceed the sum of:

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(w)50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Parent from March 31, 2004 through the last day of the fiscal quarter ended immediately preceding the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus

(x)100% of the aggregate Net Cash Proceeds or the fair market value of property received by Parent from any Person (other than a Subsidiary of Parent) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Equity Interests of Parent; plus

(y)without duplication of any amounts included in clause (3)(x) above, 100% of the aggregate Net Cash Proceeds or the fair market value of property of any equity contribution received by Parent (other than from a Subsidiary of Parent); plus

(z)without duplication, the sum of:

(1)the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments;

(2)the Net Cash Proceeds or the fair market value of property received by Parent or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of Parent); and

(3)other than in the case of any redesignation of an Australian Subsidiary, upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary.

(b)Notwithstanding the foregoing, Section 4.11(a) shall not prohibit:

(i)the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;

(ii)the payment of dividends with respect to Parent’s Preference Shares A or Preference Shares B in amounts not greater than the amounts, and not earlier than at the times, required by Parent’s Articles of Association as the terms of the Parent’s Preference Shares A or Preference Shares B thereunder, as the case may be, are in effect on the date of this Indenture or as thereafter amended in a manner no less favorable to the Holders; provided that, in the case of the Preference Shares B, such shares were issued in compliance with Section 4.10(b)(xi);

(iii)the redemption by Parent of any of its Preference Shares B, at their issue price plus any accrued and unpaid dividends, which shares were issued pursuant to Section 4.10(b)(xi);

(iv)the redemption by Parent of any of its Preference Shares C, at their issue price plus any accrued and unpaid dividends, out of the Net Cash Proceeds of the Notes;

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(v)any Restricted Payment either (x) solely in exchange for Qualified Equity Interests of Parent or (y) through the application of Net Cash Proceeds of a substantially concurrent sale (other than to a Subsidiary of Parent) of Qualified Equity Interests of Parent;

(vi)payments on or the acquisition of any Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Securities or such Guarantor’s Guarantee either (x) solely in exchange for Qualified Equity Interests of Parent or (y) through the application of Net Cash Proceeds of a substantially concurrent sale (other than to a Subsidiary of Parent) of (a) shares of Qualified Equity Interests of Parent or (b) Refinancing Indebtedness;

(vii)repayment of Indebtedness incurred pursuant to Section 4.10(b)(vi), (vii) or (xiv);

(viii)the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction;

(ix)payments in lieu of fractional shares in an amount not to exceed $200,000 in the aggregate per annum;

(x)the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the date of this Indenture; provided that, at the time of such issuance, the Company, after giving effect to such issuance on a pro forma basis, could incur an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception;

(xi)upon the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the Securities pursuant to Section 4.09 (including the purchase of the Securities tendered), any purchase or redemption of subordinated Indebtedness or Capital Stock required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed the outstanding principal amount thereof, plus any accrued and unpaid interest; provided that (a) at the time of such purchase or redemption no Default shall have occurred and be continuing (or would result therefrom), and (b) the Company could incur an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception after giving pro forma effect to such Restricted Payment;

(xii)additional Restricted Payments in an aggregate amount not to exceed $150.0 million since the Issue Date; and

(xiii)payments of dividends on Disqualified Equity Interests (to the extent constituting Preferred Stock) issued in accordance with Section 4.10 above;

provided that in the case of clause (ii), (iii), (v), (vi), (vii), (viii) (with respect to Indebtedness of the Company referred to therein), (xi), (xii), (xiii) or (xiv), no Default shall have occurred and be continuing.

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SECTION 4.12.Limitation on Liens.

Parent will not, and will not cause or permit any of the Guarantors to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien of any kind against or upon any assets of Parent or any of the Guarantors whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, which Lien secures Indebtedness (other than Senior Debt or Guarantor Senior Debt) or trade payables, unless:

(1)in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Securities or the Guarantees, the Securities or the Guarantees, as the case may be, are secured by a Lien on such assets or proceeds that is senior in priority to such Liens; and

(2)in all other cases, the Securities are at least equally and ratably secured;

except, for, in either case of clause (1) or (2):

(a)Liens existing as of the date of this Indenture to the extent and in the manner such Liens are in effect on such date;

(b)Liens securing the Securities and the Guarantees;

(c)Liens in favor of Parent or any Restricted Subsidiary;

(d)Liens on assets of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;

(e)Liens securing Capitalized Lease Obligations and Purchase Money Indebtedness;

(f)Liens securing Acquired Indebtedness incurred in accordance with Section 4.10; provided that such Liens do not extend to or cover any assets of Parent or any Guarantor other than the assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of Parent or a Guarantor and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Parent or a Guarantor;

(g)Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness secured by a Lien permitted under this Indenture and incurred in accordance with the provisions of this Indenture; provided that such Liens: (x) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (y) do not extend to or cover any assets of Parent or any Guarantor not securing the Indebtedness so Refinanced; and

(h)Permitted Liens.

SECTION 4.13.Limitation on Asset Sales.

(a)Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

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(i)Parent or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of;

(ii)at least 75% of the consideration received by Parent or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; and

(iii)upon the consummation of an Asset Sale, Parent shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:

(1)to prepay any Senior Debt or Guarantor Senior Debt or any Indebtedness of the Restricted Subsidiary whose assets were the subject of the Asset Sale if such Restricted Subsidiary is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;

(2)to make an investment in (x) assets that replace the assets that were the subject of such Asset Sale or in assets that will be used in the business of Parent and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto or (y) Capital Stock of an entity that holds any such assets (provided that in the case of this clause (y) such investment is permitted by Section 4.11 (collectively, “Replacement Assets”); and/or

(3)a combination of prepayment and investment permitted by the foregoing clauses (iii)(1) and (iii)(2).

(b)To the extent that all or part of the Net Cash Proceeds of any Asset Sale are not applied within 365 days of such Asset Sale as set forth in Section 4.13(a) (such Net Cash Proceeds, the “Unutilized Net Cash Proceeds”), the Company shall, on the 366th day (the “Net Proceeds Offer Trigger Date”), make an offer to purchase (a “Net Proceeds Offer”), with a copy to the Trustee, not less than 30 nor more than 60 days following such 366th day (the “Net Proceeds Offer Payment Date”), all outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to the Security Portion of Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of purchase; provided, however, that the Net Proceeds Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph.

(c)In the event that any other Indebtedness of the Company that ranks pari passu with the Securities or any other Indebtedness of any Guarantor that ranks pari passu with such Guarantor’s Guarantee (“Other Debt”) requires an offer to purchase to be made to repurchase such Other Debt upon the consummation of an Asset Sale, the Company may apply the Unutilized Net Cash Proceeds otherwise required to be applied to a Net Proceeds Offer to offer to purchase such Other Debt and to a Net Proceeds Offer so long as the amount of such Unutilized Net Cash Proceeds applied to purchase the Securities is not less than the Security Portion of Unutilized Net Cash Proceeds.  With respect to any Unutilized Net Cash Proceeds, the Company shall make the Net Proceeds Offer in respect thereof at the same

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time as the analogous offer to purchase is made pursuant to any Other Debt and the purchase date in respect of the Securities shall be the same as the purchase date in respect of such Other Debt.

(d)For purposes of this Section 4.13, “Security Portion of Unutilized Net Cash Proceeds” means (1) if no Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds and (2) if Other Debt is being offered to be purchased, the amount of the Unutilized Net Cash Proceeds equal to the product of (x) the Unutilized Net Cash Proceeds and (y) a fraction the numerator of which is the principal amount of all Securities tendered pursuant to the Net Proceeds Offer related to such Unutilized Net Cash Proceeds (the “Security Amount”) and the denominator of which is the sum of the Security Amount and the lesser of the aggregate principal face amount or accreted value as of the relevant purchase date of all Other Debt tendered pursuant to a concurrent offer to purchase such Other Debt made at the time of such Net Proceeds Offer.

(e)With respect to any Net Proceeds Offer effected pursuant to this Section 4.13, to the extent the aggregate principal amount of Securities tendered pursuant to such Net Proceeds Offer exceeds the Security Portion of Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder.

(f)To the extent the Security Portion of Unutilized Net Cash Proceeds exceeds the aggregate principal amount of Securities tendered by the Holders pursuant to such Net Proceeds Offer, the Company may retain and utilize any portion of the Security Portion of Unutilized Net Cash Proceeds not applied to purchase the Securities for any purpose consistent with the other terms of this Indenture, and such amounts shall thereafter not constitute Unutilized Net Cash Proceeds.

(g)At any time any non-cash consideration received by Parent or any of its Restricted Subsidiaries, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.13.

(h)In the event of the Transfer of substantially all (but not all) of the assets of Parent and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted by Section 5.01, which transaction does not constitute a Change of Control, the successor or transferee corporation shall be deemed to have sold the assets of Parent and its Restricted Subsidiaries not so transferred for purposes of this Section, and shall comply with the provisions of this Section with respect to such deemed sale as if it were an Asset Sale.  In addition, the fair market value of such assets of Parent and its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section.

(i)For the purposes of Section 4.13(a)(ii), the following will be deemed to be cash:

(i)the assumption by the transferee of Indebtedness (other than Subordinated Indebtedness) of the Company or a Guarantor, or Indebtedness of any other Restricted Subsidiary and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale;

(ii)securities, notes or other obligations received by the Parent or any Restricted Subsidiary of the Parent from the transferee that are promptly converted by the Parent or such Restricted Subsidiary into cash;

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(iii)Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; and

(iv)consideration consisting of Indebtedness of the Parent or any Restricted Subsidiary which Indebtedness is either repaid in full or cancelled.

(j)Notwithstanding Sections 4.13(a) and (b), Parent or any of its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with Section 4.13(a) and (b) to the extent that:

(i)at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and

(ii)such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by Parent or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds (to the extent received in the form of cash or Cash Equivalents) subject to Sections 4.13(a) and (b).

(k)Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds Offer and shall state the following terms:

(i)that the Net Proceeds Offer is being made pursuant to this Section 4.13 and that all Securities tendered will be accepted for payment; provided, however, that if the principal amount of Securities tendered in the Net Proceeds Offer exceeds the aggregate amount of Net Proceeds Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis;

(ii)the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by applicable law);

(iii)that any Security not tendered will continue to accrue interest;

(iv)that, unless the Company defaults in making payment therefor, any Security accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Offer Payment Date;

(v)that Holders electing to have a Security purchased pursuant to the Net Proceeds Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Net Proceeds Offer Payment Date;

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(vi)that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Proceeds Offer Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; and

(vii)that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount at maturity equal to the unpurchased portion of the Securities surrendered.

Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000.  A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.  On or before the Net Proceeds Offer Payment Date, the Company shall (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price, plus accrued interest, if any, of all Securities to be purchased and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof being purchased by the Company.  The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase price, plus accrued interest, if any, thereon set forth in the notice of such Net Proceeds Offer.  Any Security not so accepted shall be promptly mailed by the Company to the Holder thereof.  For purposes of this Section 4.13, the Trustee shall act as the Paying Agent.

(l)The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Securities pursuant to a Net Proceeds Offer.  To the extent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 by virtue thereof.

SECTION 4.14.Limitations on Transactions with Affiliates.

(a)Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any assets or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent or such Restricted Subsidiary.

(b)All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets with a fair market value in excess of $10.0 million shall be approved by the Board of Directors of Parent or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions.  If Parent or any Restricted Subsidiary of Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million, Parent or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion from an Independent Financial Advisor that (a) the terms thereof are

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no less favorable to the Relevant Party than the terms that might reasonably be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent or such Restricted Subsidiary or (b) such transaction or series of related transactions are fair to the Relevant Party from a financial point of view, and file such opinion with the Trustee.  “Relevant Party” means (x) in any transaction involving the Company or any Guarantor, the Company and the Guarantors involved and (y) in any other transaction, the Restricted Subsidiaries involved.

(c)Section 4.14(a) and (b) shall not apply to:

(i)reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries as determined in good faith by Parent’s Board of Directors or senior management;

(ii)transactions exclusively between or among the Parent and/or one or more of its Restricted Subsidiaries;

(iii)transactions with Parent’s Australian Subsidiaries in the ordinary course of business;

(iv)any agreement existing on the date of this Indenture or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as any such amendment or replacement agreement is no less favorable in any material respect to the Holders than the original agreement as in effect on the date of this Indenture;

(v)Restricted Payments permitted by Section 4.11 and Permitted Investments;

(vi)issuance or sale of Qualified Equity Interests of Parent;

(vii)transactions effected as part of a Qualified Receivables Transaction;

(viii)the existence of, or the performance by Parent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of this Indenture and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Parent or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of this Indenture shall only be permitted by this clause (viii) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of the Securities in any material respect; and

(ix)transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are fair to Parent and its Restricted Subsidiaries in the reasonable determination of the Board of Directors of Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

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SECTION 4.15.Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Parent to:

(i)pay dividends or make any other distributions on or in respect of its Capital Stock;

(ii)make loans or advances or to pay any Indebtedness or other obligation owed to Parent or any of its other Restricted Subsidiaries; or

(iii)transfer any of its assets to Parent or any of its other Restricted Subsidiaries;

except for such encumbrances or restrictions existing under or by reason of:

(a)applicable law;

(b)this Indenture;

(c)customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of Parent;

(d)any instrument existing at the time of acquisition of any Person so acquired and not entered into in connection with, or in anticipation or contemplation of, such Person being acquired, including those governing Acquired Indebtedness, which encumbrances or restrictions are not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired;

(e)agreements existing on the date of this Indenture, including the Credit Agreement, to the extent and in the manner such encumbrances or restrictions are in effect on the date of this Indenture or as thereafter amended in a manner no less favorable to the Holders;

(f)restrictions imposed by Indebtedness of the Company or any of the Guarantors ranking pari passu with the Securities or the Guarantees, as applicable; provided such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Securities;

(g)restrictions imposed by any Senior Debt incurred in accordance with Section 4.10; provided such restrictions are no more restrictive taken as a whole than those imposed by the Credit Agreement as of the Issue Date;

(h)restrictions imposed by any agreement to sell assets or Equity Interests to any Person pending the closing of such sale relating to such assets or Equity Interests;

(i)restrictions on transfer contained in Purchase Money Indebtedness incurred not in violation of Section 4.10; provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness;

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(j)Liens of the type described in clause (iii) above incurred in accordance with Section 4.12;

(k)customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of Parent or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages;

(l)customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;

(m)contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of any assets of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary;

(n)Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; or

(o)an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d), (e), (k) or (n) above; provided that the encumbrances or restrictions contained in any such Indebtedness are no less favorable to the Holders than the encumbrances or restrictions contained in agreements referred to in such clause (b), (d), (e), (k) or (n), as determined in good faith by the Board of Directors of Parent.

SECTION 4.16.Additional Subsidiary Guarantees.

(a)If, after the date of this Indenture, (a) any Restricted Subsidiary becomes an obligor (whether as borrower or guarantor) under the Credit Agreement, or (b) any Unrestricted Subsidiary is redesignated a Restricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary,” and such Restricted Subsidiary is an obligor (whether as borrower or guarantor) under the Credit Agreement, then, in any such case, Parent shall cause such Restricted Subsidiary to:

(i)execute and deliver to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture on the terms set forth in Article Eleven, and  (ii) a notation of Guarantee set forth in Exhibit E hereto; provided, however, that such Guarantor’s Guarantee may contain limitations substantially consistent with any limitations contained in such Guarantor’s guarantee of Indebtedness under the Credit Agreement; and

(ii)deliver to the Trustee one or more opinions of counsel that such supplemental indenture (and such Guarantee) (i) has been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) constitutes a valid and legally binding obligation of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms, subject, in the case of clause (ii), to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally,

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(b) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding in equity or at law) and (c) in the case of any Restricted Subsidiary organized outside of the United States, such other qualifications as are customary under the laws of its jurisdiction of organization.

(b)Notwithstanding the foregoing, (x) any Restricted Subsidiary that is not an obligor (whether as borrower or guarantor) with respect to the Credit Agreement shall not be required to become a Guarantor, (y) in the event that a Restricted Subsidiary is a borrower under the Credit Agreement but it is illegal under the laws of any jurisdiction outside the United States for such Restricted Subsidiary to execute an unconditional guarantee, such guarantee shall be limited to the extent that it would be allowed under applicable law and (z) in the event that it is illegal under the laws of any jurisdiction outside the United States for a Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary shall not be required to become a Guarantor.

SECTION 4.17.Limitation on Preferred Stock of Non-Guarantors.

Parent will not cause or permit any of its Restricted Subsidiaries that is not the Company or a Guarantor to issue any Preferred Stock (other than to the Company, Parent or a Wholly Owned Guarantor) or permit any Person (other than the Company, Parent or a Wholly Owned Guarantor) to own any Preferred Stock of any Restricted Subsidiary of Parent that is not the Company or a Guarantor.

SECTION 4.18.Prohibition on Incurrence of Senior Subordinated Debt.

Parent will not, and will not cause or permit the Company or any Restricted Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that is senior in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, and subordinate in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be.

SECTION 4.19.Reports to Holders.

(a)Whether or not required by the rules and regulations of the Commission, so long as any Securities are outstanding, Parent will file with the Commission, and furnish, or caused to be furnished to the Holders, copies of:

(i)all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-K and 10-Q (or successor forms) if Parent were required to file such reports (or Forms 20-F and 6-K (or successor forms) if Parent would qualify as a “foreign private issuer” as defined in Rule 405 under the Securities Act), which, in the case of annual reports, shall include a report thereon by Parent’s certified independent accounts; and

(ii)all current reports that would be required to be filed with the Commission on Form 8-K (or successor form) if Parent were required to file such reports (or Form 6-K (or successor form) if Parent would qualify as a “foreign private issuer” as defined in Rule 405 under the Securities Act),

in each case within 15 days of the time periods specified for filing of such reports in the Commission’s rules and regulations.

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(b)In addition, for so long as any Securities remain outstanding, Parent will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE FIVE

SUCCESSOR CORPORATION

SECTION 5.01.Merger, Consolidation and Sale of Assets.

(A)Parent will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or Transfer (or cause or permit any Restricted Subsidiary of Parent to Transfer) all or substantially all of Parent’s assets (determined on a consolidated basis for Parent and its Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless:

(1)either:

(a)Parent shall be the surviving or continuing corporation; or

(b)the Person (if other than Parent) formed by such consolidation or into which Parent is merged or the Transferee of such assets (the “Parent Surviving Entity”):

(x)shall be a corporation or limited liability company (or its equivalent thereof under foreign law) organized and validly existing under the laws of The Netherlands, England or the United States or any State thereof or the District of Columbia; and

(y)shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of Parent on its Guarantee and the performance of every covenant of Parent’s Guarantee, this Indenture, the Escrow Agreement and the Registration Rights Agreement on the part of Parent to be performed or observed;

(2)unless such transaction is with a Wholly Owned Restricted Subsidiary, immediately after giving effect to such transaction and the assumption contemplated by clause (A)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Parent or the Parent Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception;

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(3)immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (A)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and

(4)Parent or the Parent Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Five and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the Transfer in a single transaction or series of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of Parent, the Capital Stock of which constitutes all or substantially all of the assets of Parent (determined on a consolidated basis for Parent and its Subsidiaries), shall be deemed to be the Transfer of all or substantially all of the assets of Parent.

Upon any consolidation or merger in which Parent is not the continuing corporation, or any Transfer of all or substantially all of the assets of Parent in accordance with the foregoing, the Parent Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, Parent under its Guarantee, this Indenture and the Registration Rights Agreement with the same effect as if such Parent Surviving Entity had been named as such.

(B)The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or Transfer (or cause or permit any Restricted Subsidiary of the Company to Transfer) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Subsidiaries) whether as an entirety or substantially as an entirety to any Person, unless:

(1)either:

(a)the Company shall be the surviving or continuing corporation; or

(b)the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Transferee of such assets (the “Company Surviving Entity”):

(x)shall be a corporation or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

(y)shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities, this Indenture, the Escrow Agreement and the Registration Rights Agreement on the part of the Company to be performed or observed;

(2)unless such transaction is with Parent or a Wholly Owned Restricted Subsidiary, immediately after giving effect to such transaction and the assumption contemplated by clause

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(B)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Parent could satisfy the provisions of paragraph (A)(2) above;

(3)immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (B)(1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and

(4)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Five and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the Transfer in a single transaction or series of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the assets of the Company (determined on a consolidated basis for the Company and its Subsidiaries), shall be deemed to be the Transfer of all or substantially all of the assets of the Company.

Upon any consolidation or merger in which the Company is not the continuing corporation or any Transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the Company Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities, this Indenture and the Registration Rights Agreement with the same effect as if such Company Surviving Entity had been named as such.

(C)No Guarantor (other than Parent) will, and Parent will not cause or permit any such Guarantor to, consolidate with or merge with or into any Person unless:

(1)either:

(a)such Guarantor shall be the surviving or continuing corporation; or

(b)the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such Guarantor on its Guarantee and the performance of every covenant of such Guarantor’s Guarantee, this Indenture and the Registration Rights Agreement on the part of such Guarantor to be performed or observed;

(2)unless such transaction is with Parent or a Wholly Owned Restricted Subsidiary, immediately after giving effect to such transaction and the assumption contemplated by clause (C)(1)(b) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), Parent could satisfy the provisions of paragraph (A)(2) above;

(3)immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (C)(1)(b) above (including giving effect to any Indebtedness

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incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default shall have occurred or be continuing; and

(4)Parent shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Five and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

The requirements of this paragraph (C) shall not apply to (x) a consolidation or merger of any Guarantor with and into the Company or any Guarantor, so long as the Company or a Guarantor survives such consolidation or merger, or (y) a Transfer of any Guarantor that complies with Section 4.13.

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01.Events of Default.

The following events are defined as “Events of Default”:

(a)the failure to pay interest on any Securities when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article Ten or Article Twelve);

(b)the failure to pay the principal on any Securities, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Securities tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by Article Ten or Article Twelve);

(c)a default in the observance or performance of any other covenant or agreement contained in this Indenture which default continues for a period of 60 days after Parent receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders (with a copy to the Trustee) of at least 25% of the outstanding principal amount of the Securities (except in the case of a default under Article Five, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

(d)the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of Parent or any of its Restricted Subsidiaries, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated (in each case with respect to which the 30-day period described above has elapsed), aggregates $25.0 million or more at any time;

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(e)one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against Parent, the Company or any of Parent’s Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;

(f)the Company, Parent or any of Parent’s Significant Subsidiaries (i) commences a voluntary case or proceeding under any Bankruptcy Law with respect to itself, (ii) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any Bankruptcy Law, (iii) consents to the appointment of a Custodian of it or for substantially all of its property, (iv) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it, (v) makes a general assignment for the benefit of its creditors or (vi) takes any corporate action to authorize or effect any of the foregoing;

(g)a court of competent jurisdiction enters a judgment, decree or order for relief in respect of the Company, Parent or any of Parent’s Significant Subsidiaries in an involuntary case or proceeding under any Bankruptcy Law, which shall (i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the Company, Parent or any of Parent’s Significant Subsidiaries, (ii) appoint a Custodian of the Company, Parent or any of Parent’s Significant Subsidiaries or for substantially all of any of its property or (iii) order the winding-up or liquidation of its affairs; and such judgment, decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(h)(x) the Guarantee of Parent or any Significant Subsidiary ceases to be in full force and effect (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of this Indenture), is declared to be null and void and unenforceable or is found to be invalid, or (y) any Guarantor denies its liability under its Guarantee (other than by reason of release of such Guarantor from its Guarantee in accordance with the terms of this Indenture).

SECTION 6.02.Acceleration.

If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect to Parent or the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Securities may declare the principal of and accrued interest on all the Securities to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same:

(x)shall become immediately due and payable; or

(y)if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or 5 business days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing.

If an Event of Default specified in either clause (f) or (g) above with respect to Parent or the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

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At any time after a declaration of acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal amount of the Securities may rescind and cancel such declaration and its consequences:

(a)if the rescission would not conflict with any judgment or decree;

(b)if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(c)to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(d)if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(e)in the event of the cure or waiver of an Event of Default of the type set forth in Section 6.01(f) or (g), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03.Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the extent permitted by law.

SECTION 6.04.Waiver of Past Defaults.

The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may waive an existing Default or Event of Default and its consequences, except a Default in the payment of principal of or interest on any Security as specified in Sections 6.01(a) or (b).  The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents.  When a Default is waived, it is cured and ceases.

SECTION 6.05.Control by Majority.

The Holders of not less than a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it.  Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture, that the Trustee determines

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may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction.

SECTION 6.06.Limitation on Suits.

A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

(a)the Holder gives to the Trustee written notice of a continuing Event of Default;

(b)the Holder or Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee to pursue the remedy;

(c)such Holder or Holders offer and provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 45 days after receipt of the request and the offer and the provision of indemnity; and

(e)during such 45-day period the Holder or Holders of a majority in principal amount of the outstanding Securities do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over such other Securityholder.

SECTION 6.07.Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

SECTION 6.08.Collection Suit by Trustee.

If an Event of Default in payment of principal or interest specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor on the Securities for the whole amount of principal and accrued interest and fees remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum borne by the Securities and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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SECTION 6.09.Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relating to the Company, its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Securityholder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

SECTION 6.10.Priorities.

If the Trustee collects any money or property pursuant to this Article Six, it shall pay out the money or property in the following order:

First:  to the Trustee for amounts due under Section 7.07;

Second:  to Holders for interest accrued on the Securities, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for interest;

Third:  to Holders for principal amounts due and unpaid on the Securities, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal; and

Fourth:  to the Company or, if applicable, the Guarantors, as their respective interests may appear.

The Trustee, upon prior notice to the Company, may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10.

SECTION 6.11.Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Securities.

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ARTICLE SEVEN

TRUSTEE

SECTION 7.01.Duties of Trustee.

(a)If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of a Default or an Event of Default:

(i)The Trustee need perform only those duties as are specifically set forth herein or in the TIA and no duties, covenants, responsibilities or obligations shall be implied in this Indenture against the Trustee.

(ii)In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)Notwithstanding anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)This paragraph does not limit the effect of paragraph (b) of this Section 7.01.

(ii)The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii)The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.

(e)Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.

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(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.

SECTION 7.02.Rights of Trustee.

Subject to Section 7.01:

(a)The Trustee may rely conclusively on any document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 13.05.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of the Trustee) appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.

(e)The Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(g)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice to the Company, to examine the books, records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company.

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(h)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(i)The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

(j)The Trustee shall not be deemed to have notice of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(k)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(l)the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 7.03.Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, its Subsidiaries, or their respective Affiliates with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04.Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or any document issued in connection with the sale of Securities or any statement in the Securities other than the Trustee’s certificate of authentication.  The Trustee makes no representations with respect to the effectiveness or adequacy of this Indenture.

SECTION 7.05.Notice of Default.

If a Default occurs and is continuing and the Trustee receives actual notice of such Default, the Trustee shall mail to each Securityholder notice of the uncured Default within 60 days after such Default occurs.  Except in the case of a Default in payment of principal of, or interest on, any Security, including an accelerated payment and the failure to make payment on the Change of Control Payment Date pursuant to a Change of Control Offer or the Net Proceeds Offer Payment Date pursuant to a Net Proceeds Offer, the Trustee may withhold the notice if and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in the interest of the Securityholders.

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SECTION 7.06.Reports by Trustee to Holders.

Within 60 days after each February 15, beginning with February 15, 2005, the Trustee shall, to the extent that any of the events described in TIA § 313(a) occurred within the previous twelve months, but not otherwise, mail to each Securityholder a brief report dated as of such date that complies with TIA § 313(a).  The Trustee also shall comply with TIA §§ 313(b), 313(c) and 313(d).

A copy of each report at the time of its mailing to Securityholders shall be mailed to the Company and filed with the Commission and each securities exchange, if any, on which the Securities are listed.

The Company shall notify the Trustee if the Securities become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with TIA § 313(d).

SECTION 7.07.Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for its services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct.  Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the reasonable costs and expenses of defending themselves against or investigating any claim (whether asserted by the Company, the Holders or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder.  The Trustee shall notify the Company promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity.  The Company may, subject to the approval of the Trustee, defend the claim and the Trustee shall cooperate in the defense.  The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company will not be required to pay such fees and expenses if, subject to the approval of the Trustee, it assumes the Trustee’s defense and there is no conflict of interest between the Company and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee.  The Company need not pay for any settlement made without its written consent which consent shall not be unreasonably withheld.  The Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its own negligence, bad faith or willful misconduct.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a senior claim prior to the Securities against all money or property held or collected by the Trustee, in its

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capacity as Trustee.  The obligations of the Company and the Guarantors under this Section shall not be subordinated to the payment of Senior Debt pursuant to Article Ten or Article Twelve except assets or money held in trust to pay principal of or interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law.

Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

SECTION 7.08.Replacement of Trustee.

The Trustee may resign at any time by so notifying the Company in writing.  The Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the Company and the Trustee and may appoint a successor Trustee.  The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10;

(b)the Trustee is adjudged a bankrupt or an insolvent;

(c)a receiver or other public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall notify each Holder of such event and shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  A successor Trustee shall mail notice of its succession to each Securityholder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company.

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee; provided that such corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10.Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirement of TIA §§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.  In addition, if the Trustee is a corporation included in a bank holding company system, the Trustee, independently of the bank holding company, shall meet the capital requirements of TIA § 310(a)(2).  The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.  The provisions of TIA § 310 shall apply to the Company and any other obligor of the Securities.

SECTION 7.11.Preferential Collection of Claims Against Company.

The Trustee, in its capacity as Trustee hereunder shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

ARTICLE EIGHT

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.Termination of the Company’s Obligations.

This Indenture will be discharged and will cease to be of further effect as to all Securities issued hereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if:

(a)either (i) pursuant to Article Three, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (ii) all Securities have otherwise become due and payable or will become due and payable within one (1) year hereunder;

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(b)the Company shall have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Securities to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, premium, if any, and interest with respect to the Securities; and provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt or Guarantor Senior Debt pursuant to the provisions of Article Ten or Twelve, as the case may be;

(c)no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Indenture, the Credit Agreement, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it is bound;

(d)the Company shall have paid all other sums payable by it hereunder; and

(e)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for or relating to the satisfaction and discharge of the Company’s obligations under the Securities and this Indenture have been complied with.

Subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.08.  After the Securities are no longer outstanding, only the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities and this Indenture except for those surviving obligations specified above.

SECTION 8.02.Legal Defeasance and Covenant Defeasance.

(a)The Company may, at its option by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Securities upon compliance with the conditions set forth in Section 8.03.

(b)Upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (b), the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities (including the Security Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the

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expense of the Company, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder:  (i) the rights of Holders of outstanding Securities to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of premium, if any, and interest on such Securities when such payments are due, (ii) the Company’s obligations with respect to such Securities under Article Two and Section 4.02, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (iv) this Article Eight.  Subject to compliance with this Article Eight, the Company may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) hereof.

(c)Upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (except to the extent relating to Parent or the Company), 4.04, 4.05, 4.07, 4.09 through 4.19 and Article Five with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities (including the Security Guarantees) shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise.  For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities and Security Guarantees, the Company and each of the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(c), but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.  In addition, upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, Sections 6.01(c), 6.01(d) and 6.01(e) shall not constitute Events of Default.

SECTION 8.03.Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Securities:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender or Government Securities or a combination thereof which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment on the Securities, U.S. Legal Tender in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest

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on the Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b)in the case of an election under Section 8.02(b) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 8.02(c), the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture, the Credit Agreement or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(e)the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and

(f)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.03(b) need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

SECTION 8.04.Application of Trust Money.

The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or Government Securities deposited with it pursuant to this Article Eight, and shall apply the deposited U.S. Legal Tender and the money from Government Securities in accordance with this Indenture to the payment of principal of and interest on the Securities.  The Trustee shall be under no obligation to invest said U.S. Legal Tender or Government Securities except as it may agree with the Company.

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The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender or Government Securities deposited pursuant to Section 8.03 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities.

Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company’s request any U.S. Legal Tender or Government Securities held by it as provided in Section 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05.Repayment to the Company.

Subject to this Article Eight, the Trustee and the Paying Agent shall promptly pay to the Company upon request any excess U.S. Legal Tender or Government Securities held by them at any time and thereupon shall be relieved from all liability with respect to such money.  The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for one year; provided that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing any unclaimed balance of such money then remaining will be repaid to the Company.  After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person.

SECTION 8.06.Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or Government Securities in accordance with this Article Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender or Government Securities in accordance with this Article Eight; provided that if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the U.S. Legal Tender or Government Securities held by the Trustee or Paying Agent.

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ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.Without Consent of Holders.

Subject to Section 9.03, the Company, the Guarantors and the Trustee, together, may amend or supplement this Indenture, the Securities or the Guarantees without notice to or consent of any Securityholder:

(a)to cure any ambiguity, defect or inconsistency;

(b)to evidence the succession in accordance with Article Five hereof of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities;

(c)to provide for uncertificated Securities in addition to or in place of certificated Securities;

(d)to make any other change that does not adversely affect the rights of any Securityholders hereunder in any material respect;

(e)to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA; or

(f)to add or release any Guarantor pursuant to the terms of this Indenture;

provided that the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01.

SECTION 9.02.With Consent of Holders.

(a)Subject to Sections 6.07 and 9.03, the Company, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Securities, may amend or supplement this Indenture, the Securities or the Guarantees, without notice to any other Securityholders.  Subject to Sections 6.07 and 9.03, the Holder or Holders of a majority in aggregate principal amount of the outstanding Securities may waive compliance with any provision of this Indenture, the Securities or the Guarantees without notice to any other Securityholders.

(b)Notwithstanding Section 9.02(a), without the consent of each Securityholder affected, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may:

(i)reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(ii)reduce the rate of or change or have the effect of changing the time for payment of interest, including default interest, on any Securities;

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(iii)reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date on which any Securities may be subject to redemption or repurchase, or reduce the redemption or purchase price therefor;

(iv)make any Securities payable in money other than that stated in the Securities;

(v)make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Securities to waive Defaults; or

(vi)modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Securities or any Guarantee, in a manner which adversely affects the Holders.

(c)Notwithstanding Section 9.02(a), without the consent of Holders of 75% of the aggregate principal amount of the Securities outstanding, no amendment may release Parent or any Guarantor that is a Significant Subsidiary of Parent from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture.

(d)It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof.

(e)After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.03.Effect on Senior Debt.

No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of any holder of Senior Debt or Guarantor Senior Debt under the subordination provisions of this Indenture or applicable to the Guarantees (including without limitation the provisions of Articles Ten and Twelve hereof) without the consent of such holder.

SECTION 9.04.Compliance with TIA.

From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement of this Indenture, the Securities or the Guarantees shall comply with the TIA as then in effect.

SECTION 9.05.Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of his Security by notice to the Trustee or the Company received before the date on

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which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Securities have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver which record date shall be at least 30 days prior to the first solicitation of such consent.  If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 90 days after such record date.  The Company shall inform the Trustee in writing of the fixed record date if applicable.

After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (i) through (vi) of Section 9.02(b), in which case, the amendment, supplement or waiver shall bind only each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

SECTION 9.06.Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the Company may require the Holder of the Security to deliver it to the Trustee.  The Company shall provide the Trustee with an appropriate notation on the Security about the changed terms and cause the Trustee to return it to the Holder at the Company’s expense.  Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.07.Trustee To Sign Amendments, Etc.

The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture.  The Trustee shall be provided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and constituted the legal, valid and binding obligations of the Company enforceable in accordance with its terms.  Such Opinion of Counsel shall be at the expense of the Company.

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ARTICLE TEN

SUBORDINATION OF SECURITIES

SECTION 10.01.Securities Subordinated to Senior Debt.

Anything herein to the contrary notwithstanding, the Company, for itself and its successors, and each Holder, by his or her acceptance of Securities, agrees that the payment of all Obligations owing to the Holders in respect of the Securities is subordinated, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, of all Obligations on Senior Debt (including the Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter incurred).  Notwithstanding the foregoing, payments and distributions made relating to the Securities from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of this Article Ten or Article Twelve of this Indenture.

This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

SECTION 10.02.Suspension of Payment When Senior Debt Is in Default.

(a)If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt (a “Payment Default”), then no payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Securities or to acquire any of the Securities for cash or property or otherwise until the date on which all Payment Defaults shall have been cured or waived or cease to exist or such Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents.

(b)If any other event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a “Non-payment Default”) and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a “Payment Blockage Notice”), then during the period (the “Payment Blockage Period”) beginning upon the delivery of such Payment Blockage Notice and ending on the earlier of the 180th day after such delivery and the date on which (x) all events of default with respect to all Designated Senior Debt have been cured or waived or cease to exist, (y) all Designated Senior Debt with respect to which any such event of default has occurred and is continuing is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither

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the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on or with respect to the Securities or (y) acquire any of the Securities for cash or property or otherwise.  Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days.  For all purposes of this Section 10.02(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

(c)The foregoing Section 10.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of this Article Ten when made.

(d)In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 10.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear.  The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt.

Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Securities.

SECTION 10.03.Securities Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of Company.

(a)Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its assets, whether voluntary or involuntary, all Obligations due or to become due upon all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations on or relating to the Securities, or for the acquisition

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of any of the Securities for cash or property or otherwise.  Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

(b)To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of the Company’s obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Ten, with any turnover of payments as otherwise calculated pursuant to this Article Ten to be made as if no such diminution had occurred.

(c)In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 10.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.

(d)The consolidation of the Company with, or the merger of the Company with or into, another corporation, partnership, trust or limited liability company or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets, to another corporation, partnership, trust or limited liability company upon the terms and conditions provided in Article Five hereof and as long as permitted under the terms of the Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, assume the Company’s obligations hereunder in accordance with Article Five hereof.

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SECTION 10.04.Payments May Be Paid Prior to Dissolution.

Nothing contained in this Article Ten or elsewhere in this Indenture shall prevent (i) the Company, except under the conditions described in Sections 10.02 and 10.03, from making payments at any time for the purpose of making payments of principal of and interest on the Securities, or from depositing with the Trustee any moneys for such payments, or (ii) in the absence of actual knowledge by the Trustee that a given payment would be prohibited by Section 10.02 or 10.03, the application by the Trustee of any moneys deposited with it for the purpose of making such payments of principal of, and interest on, the Securities to the Holders entitled thereto unless at least two Business Days prior to the date upon which such payment would otherwise become due and payable a Responsible Officer of the Trustee shall have actually received the written notice provided for in the first sentence of Section 10.02(b) or in Section 10.07 (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Section 10.02 and/or 10.03 (and the respective such payments) shall otherwise be subject to the provisions of Section 10.02 and Section 10.03).  The Company shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Company, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein.

SECTION 10.05.Holders To Be Subrogated to Rights of Holders of Senior Debt.

Subject to the payment in full in cash or Cash Equivalents of all Senior Debt, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the Securities shall be paid in full; and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Debt by or on behalf of the Company, or by or on behalf of the Holders by virtue of this Article Ten, which otherwise would have been made to the Holders shall, as between the Company and the Holders, be deemed to be a payment by the Company to or on account of the Senior Debt, it being understood that the provisions of this Article Ten are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand.

SECTION 10.06.Obligations of the Company Unconditional.

Nothing contained in this Article Ten or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt, and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and any interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

SECTION 10.07.Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Ten, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein.  Regardless of anything to the contrary contained in this Article Ten or elsewhere in this Indenture, the Trustee shall not be charged with

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knowledge of the existence of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from the Company, or from a holder of Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist.  The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 10.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof).

In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the satisfaction of the Trustee as to the amounts of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Ten, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 10.08.Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this Article Ten, the Trustee, subject to the provisions of Article Seven hereof, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization or similar case or proceeding is pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Ten.

SECTION 10.09.Trustee’s Relation to Senior Debt.

The Trustee and any agent of the Company or the Trustee shall be entitled to all the rights set forth in this Article Ten with respect to any Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder.

With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Ten, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt.

Whenever a distribution is to be made or a notice given to holders or owners of Senior Debt, the distribution may be made and the notice may be given to their Representative, if any.

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SECTION 10.10.Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt.

No right of any present or future holders of any Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination provided in this Article Ten or the obligations hereunder of the Holders of the Securities to the holders of the Senior Debt, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt, or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

SECTION 10.11.Securityholders Authorize Trustee To Effectuate Subordination of Securities.

Each Holder of Securities by its acceptance of them authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Debt and the Holders of Securities, the subordination provided in this Article Ten, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of credits or otherwise) tending towards liquidation of the business and assets of the Company, the filing of a claim for the unpaid balance of its Securities and accrued interest in the form required in those proceedings.

If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Debt or their Representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Securities.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their Representative to vote in respect of the claim of any Holder in any such proceeding.

SECTION 10.12.This Article Ten Not To Prevent Events of Default.

The failure to make a payment on account of principal of or interest on the Securities by reason of any provision of this Article Ten will not be construed as preventing the occurrence of an Event of Default.

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SECTION 10.13.Trustee’s Compensation Not Prejudiced.

Nothing in this Article Ten will apply to amounts due to the Trustee pursuant to other sections of this Indenture.

ARTICLE ELEVEN

GUARANTEE OF SECURITIES

SECTION 11.01.Unconditional Guarantee.

Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees, on a senior subordinated basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder:  (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Securities when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and (z) the due and punctual payment and performance of all other obligations of the Company and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption or repurchase, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately.  An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.  Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee.  This Guarantee is a guarantee of payment and not of collection.  If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official

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acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee.

No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

SECTION 11.02.Limitations on Guarantees.

The obligations of each Subsidiary Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantor Senior Debt) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.  Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor.

SECTION 11.03.Additional Amounts.

(a)All payments made by any Guarantor which is not formed or incorporated under the laws of the United States or any State thereof (each a “non-US Guarantor”) under or with respect to such non-US Guarantor’s Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of any Taxing Authority within the Netherlands, or within any other jurisdiction in which such non-US Guarantor is organized or engaged in business for tax purposes, unless such non-US Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any non-US Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within the Netherlands, or within any other jurisdiction in which such non-US Guarantor is organized or engaged in business for tax purposes (any of the aforementioned being a “Taxing Jurisdiction”), from any payment made under or with respect to the Guarantee of such non-US Guarantor, such non-US Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount the holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to:

(1)any Tax imposed by the United States or by any political subdivision or taxing authority thereof or therein;

(2)any Taxes that would not have been so imposed, deducted or withheld but for the existence of any connection between the Holder or beneficial owner of a Security (or between a

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fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Security, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Security);

(3)any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to the last paragraph of this Section 11.03;

(4)any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Security;

(5)any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Security or beneficial owner of any payment on the Guarantee of such Security had (i) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Security or any payment on such Security (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or Filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or Filing for exemption or such compliance is required to be made);

(6)any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Security for payment within 30 days after the date on which such payment or such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented on the last day of such 30-day period);

(7)any payment under or with respect to a Security to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Security, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment, or Security would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Security;

(8)any note where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest payments or any law implementing or complying with, or introduced in order to conform to, that Directive; or

(9)any combination of items (1) through (8) above.

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(b)The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to a non-US Guarantor.

(c)Each applicable non-US Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.  Each applicable non-US Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to such non-US Guarantor, such other documentation that provides reasonable evidence of such payment by such non-US Guarantor.  Copies of such receipts or other documentation will be made available to the Holders or the paying agents, as applicable, upon request.

(d)At least 30 days prior to each date on which any payment under or with respect to any Security is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if any non-US Guarantor will be obligated to pay Additional Amounts with respect to such payment, such non-US Guarantor will deliver to the Trustee and the paying agent an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and paying agent to pay such Additional Amounts to Holders of such Securities on the payment date.  Each Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters.

(e)Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The non-US Guarantors will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of their respective Guarantees of the Securities, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States in which any non-US Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a paying agent is located, and the non-US Guarantors will agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

SECTION 11.04.Execution and Delivery of Guarantee.

To further evidence the Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form of Exhibit E hereto shall be endorsed on each Security authenticated and delivered by the Trustee.  Such Guarantee shall be executed on behalf of each Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Guarantor who shall have been duly authorized to so execute by all requisite corporate action.  The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

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Each of the Guarantors hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall nevertheless be valid.

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor.

SECTION 11.05.Release of a Guarantor.

(a)Any Guarantee by a Restricted Subsidiary will be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:

(i)any Transfer (including by consolidation or merger) to any Person which is not a Guarantor of all of the Capital Stock held by Parent or any Restricted Subsidiary in, or all or substantially all of the assets of, such Restricted Subsidiary made in compliance with Section 4.13; or

(ii)the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.11 and the definition of “Unrestricted Subsidiary”; or

(iii)the release of such Guarantor from its guarantee of the Credit Agreement.

The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company.

Except as set forth in Articles Four and Five and this Section 11.05, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

SECTION 11.06.Waiver of Subrogation.

Until this Indenture is discharged and all of the Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Securities or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights.  If any amount shall be

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paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture.  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

SECTION 11.07.Immediate Payment.

Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Guarantee Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor by the Trustee to such Guarantor in writing.

SECTION 11.08.No Set-Off.

Each payment to be made by a Guarantor hereunder in respect of the Guarantee Obligations shall be payable in the currency or currencies in which such Guarantee Obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

SECTION 11.09.Guarantee Obligations Absolute.

The obligations of each Guarantor hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each Guarantor hereunder which may not be recoverable from such Guarantor on the basis of a Guarantee shall be recoverable from such Guarantor as a primary obligor and principal debtor in respect thereof.

SECTION 11.10.Guarantee Obligations Continuing.

The obligations of each Guarantor hereunder shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full.  Each Guarantor agrees with the Trustee that it will from time to time deliver to the Trustee suitable acknowledgments of this continued liability hereunder and under any other instrument or instruments in such form as counsel to the Trustee may advise and as will prevent any action brought against it in respect of any default hereunder being barred by any statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of such Guarantor to make, execute and deliver such written acknowledgment or acknowledgments or other instruments as may from time to time become necessary or advisable, in the judgment of the Trustee on the advice of counsel, to fully maintain and keep in force the liability of such Guarantor hereunder.

SECTION 11.11.Guarantee Obligations Not Reduced.

The obligations of each Guarantor hereunder shall not be satisfied, reduced or discharged solely by the payment of such principal, premium, if any, interest, fees and other monies or amounts as may at any time prior to discharge of this Indenture pursuant to Article Eight be or become owing or payable under or by virtue of or otherwise in connection with the Securities or this Indenture.

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SECTION 11.12.Guarantee Obligations Reinstated.

The obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor or otherwise, all as though such payment had not been made.  If demand for, or acceleration of the time for, payment by the Company or any other Guarantor is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company or such Guarantor, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein.

SECTION 11.13.Guarantee Obligations Not Affected.

The obligations of each Guarantor hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:

(a)any limitation of status or power, disability, incapacity or other circumstance relating to the Company or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any other Person;

(b)any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other Person under this Indenture, the Securities or any other document or instrument;

(c)any failure of the Company or any other Guarantor, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture, the Securities or any Guarantee, or to give notice thereof to a Guarantor;

(d)the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy;

(e)the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(f)any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities;

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(g)any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor;

(h)any merger or amalgamation of the Company or a Guarantor with any Person or Persons;

(i)the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guarantee Obligations or the obligations of a Guarantor under its Guarantee; and

(j)any other circumstance, including release of the Guarantor pursuant to Section 11.05 (other than by complete, irrevocable payment) that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of a Guarantor in respect of its Guarantee hereunder.

(k)With respect to (g) and (h) above, the Luxembourg Guarantor expressly accepts and confirms for the purposes of Article 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation in respect of the Company as issuer of the Securities, the Guarantee given by the Luxembourg Guarantor guarantees all obligations of the Company (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under this Indenture to which the Luxembourg Guarantor is a party shall be preserved for the benefit of any new issuer.

SECTION 11.14.Waiver.

Without in any way limiting the provisions of Section 11.01, each Guarantor hereby waives notice of acceptance hereof, notice of any liability of any Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of any Guarantor hereunder, and diligence, presentment, demand for payment on the Company, protest, notice of dishonor or non-payment of any of the Guarantee Obligations, or other notice or formalities to the Company or any Guarantor of any kind whatsoever.

SECTION 11.15.No Obligation To Take Action Against the Company.

Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this Indenture.

SECTION 11.16.Dealing with the Company and Others.

The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of any Guarantor hereunder and without the consent of or notice to any Guarantor, may

(a)grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

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(b)take or abstain from taking security or collateral from the Company or from perfecting security or collateral of the Company;

(c)release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect to the obligations or matters contemplated by this Indenture or the Securities;

(d)accept compromises or arrangements from the Company;

(e)apply all monies at any time received from the Company or from any security upon such part of the Guarantee Obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and

(f)otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security as the Holders or the Trustee may see fit.

SECTION 11.17.Default and Enforcement.

If any Guarantor fails to pay in accordance with Section 11.07 hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the obligations.

SECTION 11.18.Amendment, Etc.

No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

SECTION 11.19.Acknowledgment.

Each Guarantor hereby acknowledges communication of the terms of this Indenture and the Securities and consents to and approves of the same.

SECTION 11.20.Costs and Expenses.

Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the Trustee, its agents, advisors and counsel or any of the Holders in enforcing any of their rights under any Guarantee.

SECTION 11.21.No Merger or Waiver; Cumulative Remedies.

No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without limitation, this Indenture.  No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under this Indenture or the Securities, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Indenture or the Securities preclude any other or further exercise thereof or the exercise of any other right, remedy, power or

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privilege.  The rights, remedies, powers and privileges in the Guarantee and under this Indenture, the Securities and any other document or instrument between a Guarantor and/or the Company and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law.

SECTION 11.22.Survival of Guarantee Obligations.

Without prejudice to the survival of any of the other obligations of each Guarantor hereunder, the obligations of each Guarantor under Section 11.01 shall survive the payment in full of the Guarantee Obligations and shall be enforceable against such Guarantor without regard to and without giving effect to any defense, right of offset or counterclaim available to or which may be asserted by the Company or any Guarantor.

SECTION 11.23.Guarantee in Addition to Other Guarantee Obligations.

The obligations of each Guarantor under its Guarantee and this Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Indenture or the Securities and any guarantees or security at any time held by or for the benefit of any of them.

SECTION 11.24.Severability.

Any provision of this Article Eleven which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Indenture and this Article Eleven.

SECTION 11.25.Successors and Assigns.

Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the other Holders and their respective successors and permitted assigns, except that no Guarantor may assign any of its obligations hereunder or thereunder.

ARTICLE TWELVE

SUBORDINATION OF GUARANTEE

SECTION 12.01.Guarantee Obligations Subordinated to Guarantor Senior Debt.

Anything herein to the contrary notwithstanding, each of the Guarantors, for itself and its successors, and each Holder, by his or her acceptance of Guarantees, agrees that the payment of all Obligations owing to the Holders in respect of its Guarantee is subordinated, to the extent and in the manner provided in this Article Twelve, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, of all Obligations on Guarantor Senior Debt of such Guarantor (including the Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter incurred).  Notwithstanding the foregoing, payments and distributions made relating to the Securities from the trust established pursuant to Article Eight shall

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not be so subordinated in right of payment, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten or this Article Twelve.

This Article Twelve shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Guarantor Senior Debt, and such provisions are made for the benefit of the holders of Guarantor Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

SECTION 12.02.Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default.

(a)If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt (including, without limitation, guarantees of the foregoing items which constitute Guarantor Senior Debt), then no payment of any kind or character shall be made by or on behalf of such Guarantor or any other Person on its behalf with respect to any Obligations in respect of the Guarantee or to acquire any of the Securities for cash or property or otherwise and until such Payment Default shall have been cured or waived or ceases to exist or such Guarantor Senior Debt shall have been discharged or paid in full in cash or Cash Equivalents.

(b)During any Payment Blockage Period (as determined in accordance with Section 10.02(b), including the limitations set forth therein), neither any Guarantor nor any other Person on any Guarantor’s behalf shall (x) make any payment of any kind or character with respect to any Guarantee or (y) acquire any of the Securities for cash or property or otherwise.

(c)The foregoing Section 12.02(a) and (b) shall not apply to payments and distributions made relating to the Securities from the trust established pursuant to Article Eight, so long as (i) the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the terms of the Credit Agreement or any other Senior Debt or Guarantor Senior Debt) are satisfied on the date of any deposit pursuant to said trust and (ii) such payments and distributions did not violate the provisions of Article Ten this Article Twelve or Article II of any German Guarantee when made.

(d)In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear.  The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from a Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt.

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SECTION 12.03.Guarantee Obligations Subordinated to Prior Payment of All Guarantor Senior Debt on Dissolution, Liquidation or Reorganization of Such Guarantor.

(a)Upon any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Guarantor Senior Debt, before any payment or distribution of any kind or character is made on account of any Obligations relating to any Guarantee or for the acquisition of any of the Securities for cash or property or otherwise.  Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them, directly to the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Guarantor Senior Debt.

(b)To the extent any payment of Guarantor Senior Debt (whether by or on behalf of a Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of any Guarantor’s obligation to make any distribution or payment pursuant to any Guarantor Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Guarantor Senior Debt in cash or Cash Equivalents, shall have no force or effect for purposes of the subordination provisions contained in this Article Twelve, with any turnover of payments as otherwise calculated pursuant to this Article Twelve to be made as if no such diminution had occurred.

(c)In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, shall be received by any Holder when such payment or distribution is prohibited by this Section 12.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Debt may have been issued, as their respective

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interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Guarantor Senior Debt.

(d)The consolidation of any Guarantor with, or the merger of any Guarantor with or into, another corporation, partnership, trust or limited liability company or the liquidation or dissolution of a Guarantor following the conveyance or transfer of all or substantially all of its assets, to another corporation, partnership, trust or limited liability company upon the terms and conditions provided in Article Five and as long as permitted under the terms of the Guarantor Senior Debt shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, assumes the Guarantee of such Guarantor hereunder in accordance with Article Five.

SECTION 12.04.Payments May Be Paid Prior to Dissolution.

Nothing contained in this Article Twelve or elsewhere in this Indenture shall prevent (i) any Guarantor, except under the conditions described in Sections 12.02 and 12.03, from making payments at any time for the purpose of making payments on Guarantee Obligations, or from depositing with the Trustee any moneys for such payments, or (ii) in the absence of actual knowledge by the Trustee that a given payment would be prohibited by Section 12.02 or 12.03, the application by the Trustee of any moneys deposited with it for the purpose of making such payments on Guarantee Obligations to the Holders entitled thereto unless at least two Business Days prior to the date upon which such payment would otherwise become due and payable a Responsible Officer of the Trustee shall have actually received the written notice provided for in the first sentence of Section 10.02(b) or in Section 12.07 (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Sections 12.02 and/or 12.03 (and the respective such payments) shall otherwise be subject to the provisions of Section 12.02 and Section 12.03). Each Guarantor shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of such Guarantor, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein.

SECTION 12.05.Holders of Guarantee Obligations To Be Subrogated to Rights of Holders of Guarantor Senior Debt.

Subject to the payment in full in cash or Cash Equivalents of all Guarantor Senior Debt, the Holders of Guarantee Obligations of any Guarantor shall be subrogated to the rights of the holders of Guarantor Senior Debt of such Guarantor to receive payments or distributions of cash, property or securities of such Guarantor applicable to such Guarantor Senior Debt until all amounts owing on or in respect of the Guarantee Obligations shall be paid in full; and, for the purposes of such subrogation, no such payments or distributions to the holders of such Guarantor Senior Debt by or on behalf of such Guarantor, or by or on behalf of the Holders by virtue of this Article Twelve, which otherwise would have been made to the Holders shall, as between such Guarantor and the Holders, be deemed to be a payment by such Guarantor to or on account of such Guarantor Senior Debt, it being understood that the provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Guarantor Senior Debt, on the other hand.

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SECTION 12.06.Guarantee Obligations of the Guarantors Unconditional.

Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Guarantees is intended to or shall impair, as among the Guarantors, their creditors other than the holders of Guarantor Senior Debt, and the Holders, the obligation of the Guarantors, which is absolute and unconditional, to pay to the Holders all amounts due and payable under the Guarantees as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Guarantors other than the holders of the Guarantor Senior Debt, nor shall anything herein or therein prevent any Holder or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, in respect of cash, property or securities of the Guarantors received upon the exercise of any such remedy.

SECTION 12.07.Notice to Trustee.

Each Guarantor shall give prompt written notice to the Trustee of any fact known to such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Guarantees pursuant to the provisions of this Article Twelve, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein.  Regardless of anything to the contrary contained in this Article Twelve or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any default or event of default with respect to any Guarantor Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received notice in writing from a Guarantor, or from a holder of Guarantor Senior Debt or a Representative therefor and, prior to the receipt of any such written notice, the Trustee shall be entitled to assume (in the absence of actual knowledge to the contrary) that no such facts exist.  The Trustee shall be entitled to rely on the delivery to it of any notice pursuant to this Section 12.07 to establish that such notice has been given by a holder of Senior Debt (or a trustee thereof).

In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Guarantor Senior Debt to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amounts of Guarantor Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Twelve, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 12.08.Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of a Guarantor referred to in this Article Twelve, the Trustee, subject to the provisions of Article Seven hereof, and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization or similar case or proceeding is pending, or upon a certificate of the trustee in bankruptcy, liquidating trustee, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Debt and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve.

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SECTION 12.09.Trustee’s Relation to Guarantor Senior Debt.

The Trustee and any agent of a Guarantor or the Trustee shall be entitled to all the rights set forth in this Article Twelve with respect to any Guarantor Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Guarantor Senior Debt and nothing in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder.

With respect to the holders of Guarantor Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Twelve, and no implied covenants or obligations with respect to the holders of Guarantor Senior Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Guarantor Senior Debt.

Whenever a distribution is to be made or a notice given to holders or owners of Guarantor Senior Debt, the distribution may be made and the notice may be given to their Representative, if any.

SECTION 12.10.Subordination Rights Not Impaired by Acts or Omissions of the Guarantors or Holders of Guarantor Senior Debt.

No right of any present or future holders of any Guarantor Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt, or otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Guarantor Senior Debt; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

SECTION 12.11.Holders Authorize Trustee To Effectuate Subordination of Guarantee Obligations.

Each Holder of Guarantee Obligations by its acceptance of them authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Guarantor Senior Debt and the Holders, the subordination provided in this Article Twelve, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of any Guarantor (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of credits or otherwise) tending towards liquidation of the business and assets of any Guarantor, the filing of a claim for

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the unpaid balance under its Guarantee Obligations and accrued interest in the form required in those proceedings.

If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Guarantor Senior Debt or their Representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Guarantee Obligations.  Nothing herein contained shall be deemed to authorize the Trustee or the holders of Guarantor Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Guarantee Obligations or the rights of any Holder thereof, or to authorize the Trustee or the holders of Guarantor Senior Debt or their Representative to vote in respect of the claim of any Holder in any such proceeding.

SECTION 12.12.This Article Twelve Not To Prevent Events of Default.

The failure to make a payment on account of principal of or interest on the Guarantees by reason of any provision of this Article Twelve will not be construed as preventing the occurrence of an Event of Default.

SECTION 12.13.Trustee’s Compensation Not Prejudiced.

Nothing in this Article Twelve will apply to amounts due to the Trustee pursuant to other sections of this Indenture.

ARTICLE THIRTEEN

MISCELLANEOUS

SECTION 13.01.TIA Controls.

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.

SECTION 13.02.Notices.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

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if to the Company or a Guarantor:

c/o Buhrmann N.V.
Hoogoorddreef 62
1101 BE Amsterdam ZO
PO Box 23456
1100 DZ Amsterdam
The Netherlands
Attention:  General Counsel

Telephone:  +31-20-651-1111
Facsimile:  +31-20-651-1003

with a copy to:

Latham & Watkins
99 Bishopsgate
London, England EC2M 3XF
Attention:  Alexander F. Cohen

Telephone:  +44-207-710-1000
Facsimile:  +44-207-374-4460

if to the Trustee:

The Bank of New York
101 Barclay Street 8W
New York, NY 10286
Attention:  Corporate Trust Administration

Telephone:  (212) 815-5498
Facsimile:  (212) 815-5707

Each of the Company and the Trustee by written notice to each other such Person may designate additional or different addresses for notices to such Person.  Any notice or communication to the Company and the Trustee, shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back; when receipt is acknowledged, if telecopied; and five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee).

Any notice or communication mailed to a Securityholder shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

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SECTION 13.03.Communications by Holders with Other Holders.

Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture, the Securities or the Guarantees.  The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA § 312(c).

SECTION 13.04.Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (except in connection with the Initial Securities), the Company shall furnish to the Trustee at the request of the Trustee:

(a)an Officers’ Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions precedent to be performed or effected by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b)an Opinion of Counsel stating that, in the opinion of such counsel, any and all such conditions precedent have been complied with.

SECTION 13.05.Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the Officers’ Certificate required by Section 4.06, shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(d)a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

SECTION 13.06.Rules by Trustee, Paying Agent, Registrar.

The Trustee, Paying Agent or Registrar may make reasonable rules for its functions.

SECTION 13.07.Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

By the execution and delivery of this Indenture, the Company and each Guarantor (i) acknowledges that it has, by separate written instruments, designated and appointed CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011 (“CT Corporation”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or

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relating to this Indenture that may be instituted in any federal or state court in the Borough of Manhattan, City of New York, State of New York or brought under foreign, federal or state securities laws, and represents and warrants that CT Corporation has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation and written notice of said service to the Company or such Guarantor in accordance with Section 13.02 shall be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such suit or proceeding.  Each of the Company and each Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect for as long as any of the Securities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Company or any Guarantor may, and to the extent CT Corporation ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 13.07 that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York, and (ii) is either (x) United States counsel for the Company or any Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business.  Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York.

To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company or such Guarantor owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Indenture or any of the Securities or actions to enforce judgments in respect of any thereof, each of the Company or such Guarantor, as the case may be, hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.

SECTION 13.08.Judgment Currency.

Each of the Company and each Guarantor hereby agrees to indemnify each of the Holders and the Trustee against any loss incurred by such person as a result of any judgment or order being given or made against the Company or such Guarantor for any U.S. dollar amount due under this Indenture and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party.  The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollars.

SECTION 13.09.Legal Holidays.

If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day.

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SECTION 13.10.Governing Law.

THIS INDENTURE, THE SECURITIES AND THE GUARANTEES (OTHER THAN ANY GERMAN GUARANTEES) WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 13.11.No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of any of the Company or any of its Subsidiaries.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.12.No Recourse Against Others.

A director, officer, employee, stockholder or incorporator, as such, of Parent or any of its subsidiaries shall not have any liability for any obligations of the Company under the Securities, this Indenture or the Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation.  Each Securityholder by accepting a Security waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Securities.

SECTION 13.13.Successors.

All agreements of the Company and the Guarantors in this Indenture, the Securities and the Guarantees shall bind their respective successors.  All agreements of the Trustee in this Indenture shall bind its successor.

SECTION 13.14.Duplicate Originals.

All parties may sign any number of copies of this Indenture.  Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

SECTION 13.15.Severability.

In case any one or more of the provisions in this Indenture, in the Securities or in the Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the date first written above.

BUHRMANN US INC.,
as Issuer
By:
	Name:
	Title:
BUHRMANN N.V.,
as Guarantor
By:
	Name:
	Title:
By:
	Name:
	Title:
FOR AND ON BEHALF OF EACH OF THE GUARANTORS IDENTIFIED ON SCHEDULE I HERETO, as Guarantors
By:
	Name:
	Title:
THE BANK OF NEW YORK,
as Trustee
By:
	Name:
	Title:

S-1

SCHEDULE 1

Additional 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 II B.V.
4.	Buhrmann International B.V.
5.	Buhrmann Nederland B.V.
6.	Buhrmann Nederland Holding B.V.
7.	Tetterode-Nederland B.V.
8.	Veenman B.V. (formerly known as Corporate Express Document

SC-1

	Automatisering B.V.)
9.	Buhrmann Office Products Nederland B.V.

Belgian Guarantors

Buhrmann Europcenter N.V.

Luxembourg Guarantors

Buhrmann Luxembourg S.A.R.L.

SC-2

EXHIBIT A

BUHRMANN US INC.
7 7/8% Senior Subordinated Notes 2015

	CUSIP No.
No.	$

BUHRMANN US INC., a Delaware corporation (the “Company”, which term includes any successor corporation), for value received promises to pay to CEDE & CO. or its registered assigns, the principal sum of                            on March 1, 2015.

Interest Payment Dates: September 1 and March 1, commencing September 1, 2005.

Record Dates:  August 15 and February 15.

Reference is made to the further provisions of this Security contained herein, which will for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officers.

Dated:

BUHRMANN US INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

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[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the 7 7/8% Senior Subordinated Notes due 2015 described in the within-mentioned Indenture.

Dated:	THE BANK OF NEW YORK,
	as Trustee
	By:
		Authorized Signatory

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(REVERSE OF SECURITY)

BUHRMANN US INC.

7 7/8% Senior Subordinated Notes 2015

1.Interest.

BUHRMANN US INC., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.  The Company will pay interest semi-annually on September 1 and March 1 of each year (the “Interest Payment Date”), commencing September 1, 2005.  Interest on this Security will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from March 2, 2005.  Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest on overdue principal from time to time on demand at the rate borne by this Security and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful.

2.Method of Payment.

The Company shall pay interest on the Securities (except defaulted interest) to the persons who are the registered Holders at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Securities are cancelled on registration of transfer or registration of exchange after such Record Date.  Holders must surrender Securities to a Paying Agent to collect principal payments.  The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts (“U.S. Legal Tender”).  However, the Company may pay principal and interest by wire transfer of Federal funds, or interest by check payable in such U.S. Legal Tender.  The Company may deliver any such interest payment to the Paying Agent or to a Holder at the Holder’s registered address.

3.Paying Agent and Registrar.

Initially, The Bank of New York (the “Trustee”) will act as Paying Agent and Registrar.  The Company may change any Paying Agent, Registrar or co-Registrar without notice to the Holders.  The Company or any of its Subsidiaries may, subject to certain exceptions, act as Registrar or co-Registrar.

4.Indenture.

The Company issued the Securities under an Indenture, dated as of March 2, 2005 (the “Indenture”), among the Company, Buhrmann N.V. and the other Guarantors named therein, and the Trustee.  This Security is one of a duly authorized issue of Securities of the Company designated as its 7 7/8 Senior Subordinated Notes due 2015 (the “Securities”).  The Securities are treated as a single class of securities under the Indenture unless otherwise specified in the Indenture.  Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act

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of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA.  Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of them.

5.Subordination.

The payment of all Obligations on or relating to the Securities is subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on Senior Debt of the Company (including all Obligations with respect to the Credit Agreement, whether outstanding on the Issue Date or thereafter incurred).  Notwithstanding the foregoing, payments and distributions made from the trust established pursuant to the provisions described in Article Eight shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with the requirements described in Article Eight and did not violate the subordination provisions when they were made.

6.Optional Redemption.

Except as set forth in Paragraphs 7, 8, 9, 10 and 11 the Securities are not redeemable before March 1, 2010.  Thereafter, the Company may redeem the Securities at its option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on July 1 of the year set forth below:

Year	Percentage
2010	103.938	%
2011	102.625	%
2012	101.313	%
2013 and thereafter	100.000	%

In addition, the Company must pay accrued and unpaid interest on the Securities redeemed.

7.Optional Redemption upon Equity Offerings.

At any time, or from time to time, on or prior to March 2, 2008, the Company may, at its option, use the Net Cash Proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Securities issued under the Indenture at a redemption price of 107.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(a)at least 65% of the principal amount of Securities issued under the Indenture remains outstanding immediately after any such redemption; and

(b)the Company gives notice of such redemption not more than 60 days after the consummation of any such Equity Offering.

8.Special Mandatory Redemption.

The Company must redeem the Notes, in whole but not in part, upon not less than five days notice at a redemption price equal to 101% of the issue price of the Notes plus accrued interest to,

A-5

but not including, the redemption date, if the Rights Issue is not consummated and the Bank Waiver is not received on or prior to April 29, 2005. The redemption date shall be no later than the fifth busines day after April 29, 2005. The Company will redeem the Notes with the amounts held in the Escrow Account upon five days prior notice.

9.Special Optional Redemption.

The Company may redeem the Notes, at its option, in whole but not in part, at any time prior to April 29, 2005 at a redemption price equal to 101% of the issue price of the Notes plus accrued interest to, but not including, the redemption date if the Company determines, in its reasonable judgment, that (i) the Rights Issue will not be consummated on or prior to April 29, 2005 or (ii) the Bank Waiver will not be forthcoming. If the Company exercises this option, the Company will redeem the Notes with the amounts held in the escrow account upon five days prior notice.

10.Make-Whole Optional Redemption.

On or prior to March 2, 2010, the Company may also redeem all or a part of the Securities upon not less than 30 nor more than 60 days’ prior notice to Holders, at a redemption price equal to 100% of the principal amount of Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holder on the relevant record date to receive interest due on the relevant interest payment date.

Neither the Company nor the Parent is prohibited, however, from acquiring Securities by means other than a redemption, whether pursuant to an issuer tender offer or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

11.Redemption of Securities for Changes in Withholding Taxes.

The Company may, at its option, redeem all, but not less than all, of the then outstanding Securities at a redemption price equal to 100% of the principal amount of the Securities, plus accrued and unpaid interest thereon to the redemption date.  This redemption applies only if at such time any non-US Guarantor is then making payments to the Holders of the Securities pursuant to its Guarantee of the Securities and as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of the Netherlands or any other jurisdiction in which any non-US Guarantor is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor person to such non-US Guarantor, of the jurisdiction in which such successor person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor person to such non-US Guarantor, the date on which such successor person became such pursuant to the applicable provisions of the Indenture), that a non-US Guarantor becomes or will become obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to its Guarantee of the Securities and such non-US Guarantor determines in good faith that (x) such Additional Amounts would be material and (y) such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made (including by making the payment through the Company)) by the use of reasonable measures available to such non-US Guarantor.

A-6

No such notice of redemption may be given earlier than 90 days prior to the earliest date on which a non-US Guarantor would be obligated to pay such Additional Amounts were a payment in respect of its Guarantee of the Securities then due or later than 180 days after such amendment or change referred to in the preceding paragraph.  At the time such notice of redemption is given, such obligation to pay such Additional Amount must remain in effect.  Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) a certificate stating that the Company is entitled to elect to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to elect to redeem have occurred and (ii) an opinion of counsel qualified under the laws of the relevant jurisdiction to the effect that the applicable non-US Guarantor or such successor Person, as the case may be, has or will become obligated to pay such Additional Amounts as a result of such amendment or change.

12.Notice of Redemption.

Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at such Holder’s registered address.  No Securities of a principal amount of $1,000 or less shall be redeemed in part.  If a partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the Securities only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures).  On and after the redemption date, interest will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

13.Change of Control Offer.

Upon the occurrence of a Change of Control, and subject to certain conditions as described in Section 4.09 of the Indenture, the Company will be required to offer to purchase all of the outstanding Securities at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

14.Limitation on Asset Sales.

The Company is, subject to certain conditions and exceptions, obligated to make an offer to purchase Securities at 100% of their principal amount, plus accrued and unpaid interest, if any, thereon to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

15.Denominations; Transfer; Exchange.

The Securities are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000.  A Holder shall register the transfer of or exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Securities or portions thereof selected for redemption, except the unredeemed portion of any security being redeemed in part.

16.Persons Deemed Owners.

A registered Holder shall be treated as the owner of a Security for all purposes.

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17.Unclaimed Funds.

If funds for the payment of principal or interest remain unclaimed for one year, the Trustee and the Paying Agent will repay the funds to the Company at its request.  After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.

18.Discharge Prior to Redemption or Maturity.

The Company and the Guarantors may be discharged from their obligations under the Indenture, the Securities and the Guarantees except for certain provisions thereof, and may be discharged from obligations to comply with certain covenants contained in the Indenture, the Securities and the Guarantees, in each case upon satisfaction of certain conditions specified in the Indenture.

19.Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture, the Securities and the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding.  Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture, the Securities and the Guarantees to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Securities in addition to or in place of certificated Securities or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not in any material respect adversely affect the rights of any Holder of a Security.

20.Restrictive Covenants.

The Indenture contains certain covenants that, among other things, limit the ability of Parent and its Restricted Subsidiaries to make restricted payments, to incur indebtedness, to create liens, to sell assets, to permit restrictions on dividends and other payments by Restricted Subsidiaries of Parent, to consolidate, merge or sell all or substantially all of its assets or to engage in transactions with affiliates.  The limitations are subject to a number of important qualifications and exceptions.  The Company must annually report to the Trustee on compliance with such limitations.

21.Defaults and Remedies.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Securities then outstanding may declare all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture.  Holders of Securities may not enforce the Indenture, the Securities or the Guarantees except as provided in the Indenture.  The Trustee is not obligated to enforce the Indenture, the Securities or the Guarantees unless it has received indemnity satisfactory to it.  The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Securities then outstanding to direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of Securities notice of certain continuing Defaults if it determines that withholding notice is in their interest.

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22.Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with Parent, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

23.No Recourse Against Others.

No stockholder, director, officer, employee or incorporator, as such, of Parent or any of its Subsidiaries shall have any liability for any obligation of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation.  Each Holder of a Security by accepting a Security waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Securities.

24.Authentication.

This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on this Security.

25.Abbreviations and Defined Terms.

Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

26.Governing Law.

This Security shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

27.CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders of the Securities.  No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.

28.Registration Rights.(a)

Pursuant to, but subject to the exceptions in, the Registration Rights Agreement, the Company and the Guarantors will be obligated to consummate an exchange offer pursuant to which the Holder of this Security shall have the right to exchange this Security for a 7 7/8% Senior Subordinated

(a)Not applicable to Form of Exchange Securities.

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Note due 2015 of the Company which shall have been registered under the Securities Act, in like principal amount and having terms identical in all material respects as this Security.  The Holders shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated or the Securities are not offered for resale and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement.

29.Indenture.

Each Holder, by accepting a Security, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.  Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.

30.Guarantees.

This Security will be entitled to the benefits of certain senior subordinated Guarantees made for the benefit of the Holders.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of, and the subordination provisions applicable to, the Guarantors, the Trustee and the Holders.

The Company will furnish to any Holder of a Security upon written request and without charge a copy of the Indenture.  Requests may be made to:  c/o BUHRMANN N.V., Hoogoorddreef 62, 1101 BE Amsterdam ZO, P.O. Box 23456, 1100 DZ Amsterdam, The Netherlands, Attention: Office of General Counsel.

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ASSIGNMENT FORM

I or we assign and transfer this Security to

(Print or type name, address and zip code of assignee or transferee)

(Insert Social Security or other identifying number of assignee or transferee)

and irrevocably appoint                                                              agent to transfer this Security on the books of the Company.  The agent may substitute another to act for him.

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Security)

Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

In connection with any transfer of this Security occurring prior to the date which is the earlier of (i) the date of the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering resales of this Security (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) March 2, 2007 the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer:

[Check One]

(1)	o	to the Company or a subsidiary thereof; or
(2)	o	pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or
(3)	o	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or
(4)	o	outside the United States to a “foreign purchaser” in compliance with Rule 904 of Regulation S under the Securities Act of 1933, as amended; or
(5)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended; or

(6)	o	pursuant to an effective registration statement under the Securities Act of 1933, as amended; or
(7)	o	pursuant to another available exemption from the registration statement requirements of the Securities Act of 1933, as amended.

and unless the box below is checked, the undersigned confirms that such Security is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”):

oThe transferee is an Affiliate of the Company.

Unless one of the items is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications (including an investment letter in the case of box (3) or (4) and other information as the Trustee or the Company have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of l933, as amended.

If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.16 of the Indenture shall have been satisfied.

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Security)

Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE:	To be executed by an executive officer

2

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.09 or Section 4.13 of the Indenture, check the appropriate box:

Section 4.09 o Section 4.13 o

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.13 of the Indenture, state the amount:  $            

Dated:	Signed:
		(Sign exactly as name appears on the other side of this Security)

Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

3

EXHIBIT B

FORM OF LEGENDS

Each Global Security and Physical Security that constitutes a Restricted Security or is sold in compliance with Regulation S shall bear the following legend (the “Private Placement Legend”) on the face thereof until after the second anniversary of the Issue Date, unless otherwise agreed by the Company and the Holder thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), or (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)); (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO DESIRES) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

B-1

Each Global Security authenticated and delivered hereunder shall also bear the following legend:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

B-2

EXHIBIT C

Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors

[             ], [    ]

The Bank of New York

101 Barclay Street 8W

New York, NY 10286

Ladies and Gentlemen:

In connection with our proposed purchase of 7 7/8% Senior Subordinated Notes due 2015 (the “Notes”) of BUHRMANN US INC., a Delaware corporation (the “Company”), we confirm that:

1.We have received a copy of the Offering Memorandum (the “Offering Memorandum”), dated February 23, 2005, relating to the Securities and such other information as we deem necessary in order to make our investment decision.  We acknowledge that we have read and agreed to the matters stated in the section entitled “Notice to Investors” of such Offering Memorandum, including the restrictions on duplication and circulation of the Offering Memorandum.

2.We understand that any subsequent transfer of the Securities is subject to certain restrictions and conditions set forth in the Indenture relating to the Securities (the “Indenture”) as described in the Offering Memorandum and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”), and all applicable State securities laws.

3.We understand that the offer and sale of the Securities have not been registered under the Securities Act, and that the Securities may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Securities, we will do so only (i) to the Company or any of its subsidiaries, (ii) inside the United States in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (iii) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities (the form of which letter can be obtained from the Trustee), (iv) outside the United States in accordance with Regulation S promulgated under the Securities Act to non-U.S. persons, (v) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), (vi) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) or (vii) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Securities from us a notice advising such purchaser that resales of the Securities are restricted as stated herein.

4.We are not acquiring the Securities for or on behalf of, and will not transfer the Securities to, any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income

C-1

Security Act of 1974 as amended) or plan (as defined in Section 4975 of the Internal Revenue Code of 1986, as amended), except as permitted in the section entitled “Notice to Investors” of the Offering Memorandum.

5.We understand that, on any proposed resale of any Securities, we will be required to furnish to the Trustee and the Company such certification, legal opinions and other information as the Trustee and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Securities purchased by us will bear a legend to the foregoing effect.

6.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment, as the case may be.

7.We are acquiring the Securities purchased by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

C-2

You, the Company, the Trustee and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferee]

By:

Name:

Title:

C-3

EXHIBIT D

Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S

[           ], [    ]

The Bank of New York

101 Barclay Street 8W

New York, NY 10286

Re:Buhrmann US Inc. (the “Company”) 7 7/8% Senior Subordinated Notes due 2015 (the “Securities”)

Ladies and Gentlemen:

In connection with our proposed sale of $[        ] aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)the offer of the Securities was not made to a person in the United States;

(2)either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(4)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5)we have advised the transferee of the transfer restrictions applicable to the Securities.

You, the Company and counsel for the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:
	Authorized Signature

D-1

EXHIBIT E

SENIOR SUBORDINATED GUARANTEE

For value received, each of the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in United States dollars of principal of, premium, if any, and interest on this Security in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article Eleven of the Indenture and this Guarantee.  This Guarantee will become effective in accordance with Article Eleven of the Indenture and its terms shall be evidenced therein.  The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of March 2, 2005, among Buhrmann US Inc., a Delaware corporation, as issuer (the “Company”), Buhrmann N.V. and the other Guarantors named therein and The Bank of New York, as trustee (the “Trustee”), as amended or supplemented (the “Indenture”).

The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.

No stockholder, officer, director, employee or incorporator, as such, past, present, or future, of any Guarantor shall have any personal liability under the Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

This Guarantee is subordinated in right of payment, in the manner and to the extent set forth in Article Twelve of the Indenture, to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of the Guarantors, whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.  The undersigned Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee.

This Guarantee is subject to release upon the terms set forth in the Indenture.

E-1

IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly executed.

Date:

[                         ]
By:
	Name:
	Title:
THE BANK OF NEW YORK,
as Trustee
By:
	Name:
	Title:

E-2

EX-4.5

Exhibit 4.5

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Dated as of March 2, 2005

Among

BUHRMANN US INC.

and

BUHRMANN N.V.

and

THE OTHER GUARANTORS NAMED HEREIN

as Issuers,

and

DEUTSCHE BANK SECURITIES INC.,

BNP PARIBAS SECURITIES CORP.

and

ING BANK N.V., LONDON BRANCH

as Initial Purchasers

7 7/8% Senior Subordinated Notes due 2015

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of March 2, 2005, among BUHRMANN US INC., a Delaware corporation (the “Company”), BUHRMANN N.V., a public company with limited liability under the laws of the Netherlands, and the other entities that are listed on Schedule I hereto (collectively with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the “Issuers”), and DEUTSCHE BANK SECURITIES INC., BNP PARIBAS SECURITIES CORP. and ING BANK N.V., LONDON BRANCH as initial purchasers (the “Initial Purchasers”).

This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and the Initial Purchasers, dated as of February 23, 2005 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $150,000,000 aggregate principal amount of the Company’s 7 7/8% Senior Subordinated Notes due 2015 (the “Notes”), guaranteed by the Guarantors (the “Guarantees”).  The Notes and the Guarantees are collectively referenced to herein as the “Securities”.  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities.  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.

The parties hereby agree as follows:

1.Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest:  See Section 4 hereof.

Advice:  See the last paragraph of Section 5 hereof.

Agreement:  See the introductory paragraphs hereto.

Applicable Period:  See Section 2(b) hereof.

Business Day:  Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed.

Closing Date:  The Closing Date as defined in the Purchase Agreement.

Company:  See the introductory paragraphs hereto.

Effectiveness Date:  The 180th day after the Issue Date; provided, however, that with respect to any Shelf Registration, the Effectiveness Date shall be the 60th day after the Filing

Date with respect thereto; provided further, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period:  See Section 3 hereof.

Event Date:  See Section 4 hereof.

Exchange Act:  The Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes:  See Section 2(a) hereof.

Exchange Offer:  See Section 2(a) hereof.

Exchange Offer Registration Statement:  See Section 2(a) hereof.

Filing Date:  (A)  If no Exchange Offer Registration Statement has been filed by the Issuers pursuant to this Agreement, the 120th day after the Issue Date; and (B) with respect to a Shelf Registration Statement, the 60th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided further, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Guarantees:  See the introductory paragraphs hereto.

Guarantors:  See the introductory paragraphs hereto.

Holder:  Any holder of a Registrable Note or Registrable Notes.

Indemnified Person:  See Section 7(c) hereof.

Indemnifying Persons:  See Section 7(c) hereof.

Indenture:  The Indenture, dated as of March 2, 2005, by and among the Issuers and The Bank of New York, as Trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

Information:  See Section 5(o) hereof.

Initial Purchasers:  See the introductory paragraphs hereto.

Inspectors:  See Section 5(o) hereof.

Issue Date:  March 2, 2005, the date of original issuance of the Notes.

Issuers:  See the introductory paragraphs hereto.

2

NASD:  See Section 5(s) hereof.

Notes:  See the introductory paragraphs hereto.

Participant:  See Section 7(a) hereof.

Participating Broker-Dealer:  See Section 2(b) hereof.

Person:  An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange:  See Section 2(b) hereof.

Private Exchange Notes:  See Section 2(b) hereof.

Prospectus:  The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement:  See the introductory paragraphs hereof.

Records:  See Section 5(o) hereof.

Registrable Notes:  Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note (and the related Guarantees) as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees) upon original issuance thereof and at all times subsequent thereto, until the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes (and the related Guarantees) that may be resold (or, but for the status of such Holder as an affiliate of the Issuers under Rule 405, could be resold) without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture, or (iv) such Note, Exchange Note or Private Exchange Note (and the related Guarantees), as the case may be, in the reasonable opinion of the Company, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

3

Registration Statement:  Any registration statement of the Issuers that covers any of the Notes, the Exchange Notes or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

Rule 144:  Rule 144 under the Securities Act.

Rule 144A:  Rule 144A under the Securities Act.

Rule 405:  Rule 405 under the Securities Act.

Rule 415:  Rule 415 under the Securities Act.

Rule 424:  Rule 424 under the Securities Act.

SEC:  The U.S. Securities and Exchange Commission.

Securities:  See the introductory paragraphs hereto.

Securities Act:  The Securities Act of 1933, and the rules and regulations of the SEC promulgated thereunder.

Shelf Notice:  See Section 2(c) hereof.

Shelf Registration:  See Section 3(a) hereof.

TIA:  The Trust Indenture Act of 1939, as amended.

Trustee:  The trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Notes and Private Exchange Notes (and the related Guarantees).

Underwritten registration or underwritten offering:  A registration in which securities of one or more of the Issuers are sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

2.Exchange Offer

(a)The Issuers shall file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the

4

Registrable Notes for a like aggregate principal amount of debt securities of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Securities, except that (i) the Exchange Notes shall contain no restrictive legend thereon (the “Exchange Notes”), (ii) no Additional Interest will ever accrue or be paid with respect to the Exchange Notes; and (iii) interest thereon shall accrue from the last date on which interest was paid on the Notes or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA.  The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws.  The Issuers shall use their reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 210th day following the Issue Date.  If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement, unless such interference is cured within 30 Business Days.

Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Company in writing (which may be contained in the applicable letter of transmittal) that:  (i) any Exchange Notes acquired in exchange for Registrable Notes tendered is being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; (iii) at the time of the consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iv) neither the Holder nor, to the actual knowledge of such Holder, any other Person is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

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No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

(b)The Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC.  Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent permitted by applicable policies and regulations of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Notes in compliance with the Securities Act.

The Issuers shall use their best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Notes; provided, however, that such period shall not be required to exceed 180 days or such longer period if extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Issuers upon the request of the Initial Purchasers shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Issuers, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes.  The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes.

In connection with the Exchange Offer, the Issuers shall:

(1)mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(2)use their reasonable best efforts to keep the Exchange Offer open for not less than 30 days after the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

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(3)utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;

(4)permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

(5)otherwise comply in all material respects with all applicable laws, rules and regulations.

As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall:

(1)accept for exchange all Registrable Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer and the Private Exchange, if any;

(2)deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and

(3)cause the Trustee to authenticate and deliver promptly to each Holder of Securities, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Securities of such Holder so accepted for exchange; provided that, in the case of any Securities held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers; (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange; and (iv) the conditions precedent to the Issuers’ obligations under this Agreement shall have been fulfilled.

The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture.  The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Securities will have the right to vote or consent as a separate class on any matter.

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(c)If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated on or prior to the 210th day after the Issue Date, (iii) any holder of Private Exchange Notes so requests to the Company in writing after the consummation of the Private Exchange, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuers under Rule 405) and such Holder so requests, then in the case of each of clauses (i) to and including (iv) of this sentence, the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3 hereof.

3.Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a)Shelf Registration.  The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Shelf Registration”).  If the Issuers shall not have yet filed an Exchange Offer Registration Statement, the Issuers shall use their best efforts to file with the SEC the Shelf Registration on or prior to the Filing Date.  The Shelf Registration shall be on Form F-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).  The Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Shelf Registration.

The Issuers shall use their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Shelf Registration continuously effective under the Securities Act until the date that is two years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided therein.

(b)Withdrawal of Stop Orders.  If the Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Issuers shall use their best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

(c)Supplements and Amendments.  The Issuers shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal

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amount of the Registrable Notes (or their counsel) covered by such Registration Statement with respect to the information included thereon with respect to one or more of such Holders, or by any underwriter of such Registrable Notes with respect to the information included thereon with respect to such underwriter.

(d)Notwithstanding the foregoing, the Company, upon advising the Initial Purchasers, may suspend the use of the prospectus included in any Shelf Registration in the event that and for a period of time (the “Shelf Blackout Period”) not to exceed an aggregate of ninety days in any twelve-month period if (1) the Supervisory Board of Directors of Buhrmann N.V. determines that the premature disclosure of a material event at such time would have a material adverse effect on the business, operations or prospects of Buhrmann N.V. or the Issuer or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the Supervisory Board of Directors of Buhrmann N.V. determines that any such disclosure would jeopardize the success of such transaction; provided that, upon the termination of such Shelf Blackout Period, the Company promptly shall advise the Initial Purchasers that such Shelf Blackout Period has been terminated.

4.Additional Interest

(a)The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):

(i)if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or

(ii)if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or

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(iii)if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, except in the case of a Shelf Blackout Period, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days commencing on (x) the 210th day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and may not exceed at any one time in the aggregate 1.00% per annum; provided, further, that if the Shelf Registration Statement ceases to be effective in the case of clause (iii)(B) above on account of a Shelf Blackout Period, Additional Interest will cease to accrue during such Shelf Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.  A confidential submission to the SEC shall qualify as a filing for purposes of the filing deadlines above.

(b)The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”).  Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each March 1 and September 1 (to the holders of record on the February 15 and August 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue.  The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.

5.Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant

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thereto and in connection with any Registration Statement filed by the Issuers hereunder each of the Issuers shall:

(a)Prepare and file with the SEC prior to the Filing Date a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use its reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of the Registrable Notes included in such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five business days prior to such filing, or such later date as is reasonable under the circumstances).  The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes included in such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object on a timely basis.

(b)Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Shelf Registration Statement or Exchange Offer Registration Statement continuously effective for the Effectiveness Period or the Applicable Period, respectively; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to each of them with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by a Participating Broker-Dealer covered by any such Prospectus.  The Issuers shall be deemed not to have used their reasonable best efforts to keep a Registration Statement effective during the Effectiveness Period or the Applicable Period, as the case may be, relating thereto if any Issuer voluntarily takes any action that would result in selling Holders of the Registrable Notes covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange Notes during that period unless such action is required by applicable law or permitted by this Agreement.

(c)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating

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Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom any Issuer has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Notes (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within three business days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the representations and warranties of the Issuers contained in any agreement (including any underwriting agreement) contemplated by Section 5(n) hereof cease to be true and correct in all material respects, (iv) of the receipt by any Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.

(d)Use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use its reasonable best efforts to obtain the withdrawal of any such order at the earliest practicable date.

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(e)If a Shelf Registration is filed pursuant to Section 3 and if reasonably requested during the Effectiveness Period by the managing underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an underwritten offering or any Participating Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders, any Participating Broker-Dealer or counsel for any of them reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the sole expense of the Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

(h)Prior to any public offering of Registrable Notes or Exchange Notes or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by

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any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its reasonable best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered other than through an underwritten offering, the Issuers agree to cause their counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the Registrable Notes covered by the applicable Registration Statement; provided, however, that no Issuer shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject, or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(i)If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Notes to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request.

(j)Use their reasonable best efforts to cause the Registrable Notes covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Notes, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Issuers will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals.

(k)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable (except, in the case of a Shelf Registration, during a Shelf Blackout Period) prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the

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Issuers, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l)Use its reasonable best efforts to cause the Registrable Notes covered by a Registration Statement or the Exchange Notes, as the case may be, to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement or the Exchange Notes, as the case may be, or the managing underwriter or underwriters, if any.

(m)Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Notes.

(n)In connection with any underwritten offering of Registrable Notes pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities in form and substance reasonably satisfactory to the Issuers, and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Issuers (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested in form and substance reasonably satisfactory to the Issuers; (ii) obtain the written opinions of counsel to the Issuers, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings and such other matters as may be reasonably requested by the managing underwriter or underwriters; (iii) use its reasonable best efforts to obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuers (and, if necessary, any other independent certified public accountants the Issuers, or of any business acquired by the Issuers, for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form

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and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities and such other matters as reasonably requested by the managing underwriter or underwriters as permitted by the Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement and the managing underwriter or underwriters or agents, if any).  The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(o)If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any selling Holder of such Registrable Notes being sold (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, one attorney representing such persons, and any accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, or underwriter (collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Issuers and subsidiaries of the Issuers (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Issuers and any of their respective subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities.  Each Inspector shall agree in writing that it will keep the Records and Information confidential and that it will not disclose any of the Records that any Issuer determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall be provided as soon as practicable to any Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Issuers to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector.

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(p)Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Notes; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Notes, to effect such changes (if any) to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use their reasonable best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(q)Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 60 days after the end of any 12-month period (or 120 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the effective date of a Registration Statement, which statements shall cover said 12-month periods.

(r)Upon consummation of the Exchange Offer or a Private Exchange, if requested by the Trustee, obtain an opinion of counsel to the Company, in a form customary for underwritten transactions, addressed to the Trustee, that the Exchange Notes or the Private Exchange Notes, as the case may be, and the related indenture constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to customary qualifications and exceptions.

(s)If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Company (or to such other Person as directed by the Issuers), in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers shall mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; in no event shall such Registrable Notes be marked as paid or otherwise satisfied.

(t)Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the “NASD”).

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(u)Use its reasonable best efforts to take all other steps reasonably necessary to effect the registration of the Exchange Notes and/or Registrable Notes covered by a Registration Statement contemplated hereby.

The Issuers may require each seller of Registrable Notes as to which any registration is being effected to furnish to the Issuers such information regarding such seller and the distribution of such Registrable Notes as the Issuers may, from time to time, reasonably request.  The Issuers may exclude from such registration the Registrable Notes of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request.  Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto.  In the event that the Issuers shall give any such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Notes covered by such Registration Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.

6.Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Issuers (other than any underwriting discounts or commissions and transfer taxes, if any, relating to the sale or disposition of any Holder’s Registrable Notes pursuant to the Shelf Registration Statement, which shall be paid by such Holder) shall be borne by the Issuers,

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whether or not the Exchange Offer Registration Statement or any Shelf Registration is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) reasonable fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuers and, in case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Notes (exclusive of any counsel retained pursuant to Section 7 hereof, and, in connection with the review of the Exchange Registration Statement only, not to exceed $20,000), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Issuers desire such insurance, (vii) fees and expenses of all other Persons retained by the Issuers, (viii) internal expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing legal or accounting duties), (ix) the expense of any annual audit, (x) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement.

7.Indemnification and Contribution.

(a)Each of the Issuers agree, jointly and severally, to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities to which any Participant or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or in respect thereof) arise out of or are based upon:

(i)any untrue statement or alleged untrue statement made by any Issuer contained in any application or any other document or any amendment or supplement thereto

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executed by any Issuer based upon written information furnished by or on behalf of any Issuer filed in any jurisdiction in order to qualify the Notes under the securities or “Blue Sky” laws thereof or filed with the SEC or any securities association or securities exchange (each, an “Application”);

(ii)any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or

(iii)the omission or alleged omission to state, in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any Application or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading;

and will reimburse, as incurred, the Participant and each such controlling person for any reasonable legal or other expenses incurred by the Participant or such controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, (i) the Issuers will not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or Application or any amendment or supplement thereto in reliance upon and in conformity with information relating to any Participant furnished to the Issuers by such Participant specifically for use therein, and (ii) the Issuers shall not be liable to any Participant under the indemnity agreement in this subsection (a) with respect to the preliminary prospectus to the extent that any such loss, claim, damage, liability or expense of such Participant results from the fact that such Participant sold Notes to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (or the Prospectus as then amended or supplemented if the Issuers shall have furnished such Participant with such amendment or supplement thereto on a timely basis), and the loss, claim, damage, liability or expense of such Participant results from an untrue statement or omission of a material fact contained in the preliminary prospectus which was corrected in the Prospectus (or in the Prospectus as then amended or supplemented if the Issuers shall have furnished such Participant with such amendment or supplement thereto on a timely basis).  The indemnity provided for in this Section 7 will be in addition to any liability that the Issuers may otherwise have to the indemnified parties.  The Issuers shall not be liable under this Section 7 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.

(b)Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Issuers, their directors, their officers and each person, if any, who controls the Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any

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losses, claims, damages or liabilities to which the Issuers or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Issuers by the Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Issuers or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action in respect thereof.  The indemnity provided for in this Section 7 will be in addition to any liability that the Participants may otherwise have to the indemnified parties.  The Participants shall not be liable under this Section 7 for any settlement of any claim or action effected without their consent, which shall not be unreasonably withheld.  The Issuers shall not, without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened proceeding in respect of which any Participant is or could have been a party, or indemnity could have been sought hereunder by any Participant, unless such settlement (A) includes an unconditional written release of the Participants, in form and substance reasonably satisfactory to the Participants, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Participant.

(c)Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action for which such indemnified party is entitled to indemnification under this Section 7, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the indemnifying party being materially prejudiced and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and (b) above.  In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, then, in each such case, the

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indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties.  After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by Participants who sold a majority in interest of the Registrable Notes and Exchange Notes sold by all such Participants in the case of paragraph (a) of this Section 7 or the Issuers in the case of paragraph (b) of this Section 7, representing the indemnified parties under such paragraph (a) or paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party.  All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.  After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the indemnified party may effect such a settlement without such consent.

(d)In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof).  The relative benefits received by the Issuers on the one hand and such Participant on the other shall be deemed to be in the same proportion as the total proceeds from the offering (before deducting expenses) of the Notes received by the Issuers bear to the total net profit received by such Participant in connection with the sale of the Notes.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such

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statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances.  The parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (d).  Notwithstanding any other provision of this paragraph (d), no Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total net profit received by such Participant in connection with the sale of the Notes, less the aggregate amount of any damages that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of any Issuer, each officer of any Issuer and each person, if any, who controls any Issuer within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Issuers.

8.Rules 144 and 144A

Each of the Issuers covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time such Issuer is not required to file such reports, such Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A and provide the information specified in Rule 144A (d)(4) under the Act, unless (i) Buhrmann is then subject to Section 13 or 15(d) of the Exchange Act and (ii) the other Issuers are filing reports thereunder jointly with Buhrmann N.V.  Each of the Issuers further covenants and agrees, for so long as any Registrable Notes remain outstanding that it will take such further action (not inconsistent with the preceding sentence) as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

9.Underwritten Registrations

If any of the Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Notes included in such offering and shall be reasonably acceptable to the Issuers.

No Holder of Registrable Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,

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underwriting agreements and other documents required under the terms of such underwriting arrangements.

10.Miscellaneous

(a)No Inconsistent Agreements.  The Issuers have not, as of the date hereof, and the Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ other issued and outstanding securities under any such agreements.  Without the written consent of the Holders of a majority in aggregate principal amount of Registrable Notes outstanding, the Issuers will not enter into any agreement with respect to any of their securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

(b)Adjustments Affecting Registrable Notes.  The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

(c)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Company, and (II) (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being sold pursuant to such Registration Statement.

(d)Notices.  All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i)if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture.

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(ii)if to the Issuers, at the address as follows:

c/oBuhrmann N.V.
Hoogoorddreeff 62
1101 BE Amsterdam Z0
PO Box 23456
1100 DZ Amsterdam
The Netherlands

Attention:  General Counsel

with a copy to:

Latham & Watkins
99 Bishopsgate
London, England EC2M 3XF

Attention:  Alex Cohen

All such notices and communications shall be deemed to have been duly given:  when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when receipt is acknowledged by the addressee, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Notes in violation of the terms of the Purchase Agreement or the Indenture.

(f)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

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(i)Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j)Securities Held by the Issuers or Their Respective Affiliates.  Whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the Issuers or their respective affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k)Third-Party Beneficiaries.  Holders of Registrable Notes and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

(l)Entire Agreement.  This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

(m)Agent for Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this Agreement, each Issuer (i) acknowledges that it has, by separate written instruments, designated and appointed CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011 (“CT Corporation”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement or any Registration Statement or Prospectus that may be instituted in any federal or state court in the Borough of Manhattan, City of New York, State of New York or brought under foreign, federal or state securities laws, and represents and warrants that CT Corporation has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation and written notice of said service to such Issuer in accordance with Section 10(d) shall be deemed in every respect effective service of process upon any Issuer in any such suit or proceeding.  Each Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation in full force and effect for as long as any of the Securities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that any Issuer may, and to the extent CT Corporation ceases to be able to be served on the basis contemplated herein shall,

26

by written notice to the Holders and Trustee, designate such additional or alternative agent for service of process under this Section 10(m) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York, and (ii) is either (x) United States counsel for such Company or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business.  Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York.

To the extent that any Issuer has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which such Issuer owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or any of the Securities or actions to enforce judgments in respect of any thereof, each Issuer hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.

(n)Judgment Currency.  Each Issuer hereby agrees to indemnify each of the Participants, their directors, their officers and each person, if any, who controls any Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any loss incurred by such person as a result of any judgment or order being given or made against any Issuer for any U.S. dollar amount due under this Agreement and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party.  The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollars.

27

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

BUHRMANN US INC.
By:
	Name:
	Title:
BUHRMANN N.V.
By:
	Name:
	Title:
FOR AND ON BEHALF OF EACH OF THE GUARANTORS IDENTIFIED ON SCHEDULE I HERETO, as Guarantors
By:
	Name:
	Title:

S-1

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
DEUTSCHE BANK SECURITIES INC.
By:
	Name:
	Title:
By:
	Name:
	Title:
BNP PARIBAS SECURITIES CORP.
By:
	Name:
	Title:
ING BANK N.V., LONDON BRANCH
By:
	Name:
	Title:
By:
	Name:
	Title:

S-2

SCHEDULE I

ADDITIONAL 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 II B.V.
4.	Buhrmann International B.V.
5.	Buhrmann Nederland B.V.
6.	Buhrmann Nederland Holding B.V.
7.	Tetterode-Nederland B.V.

SC-1

8.	Veenman B.V. (formerly known as Corporate Express Document Automatisering B.V.)
9.	Buhrmann Office Products Nederland B.V.

Belgian Guarantors

Buhrmann Europcenter N.V.

Luxembourg Guarantors

Buhrmann Luxembourg S.A.R.L.

SC-2

EX-5.1

Exhibit 5.1

	99 Bishopsgate
	London EC2M 3XF
	United Kingdom
	Tel: +44(0)20-7710-1000 Fax: +44(0)20-7374-4460
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Boston	New Jersey
	Brussels	New York
	Chicago	Northern Virginia
	Frankfurt	Orange County
	Hamburg	Paris
	Hong Kong	San Diego
	London	San Francisco
	Los Angeles	Silicon Valley
	Milan	Singapore
	Moscow	Tokyo
		Washington, D.C.

April 8, 2005

Buhrmann US Inc.

1 Environmental Way

Broomfield, CO 80021
USA

Buhrmann NV

Hoogoorddreef 62

1101 BE Amsterdam
The Netherlands

Re:Registration Statement on Form F-4 Relating to $150,000,000 Aggregate
Principal Amount of 7 ⁷/₈ % Senior Subordinated Notes due 2015

Ladies and Gentlemen:

We have acted as special U.S. counsel to Buhrmann US Inc., a Delaware corporation (the “Company”), in connection with the issuance of $150,000,000 aggregate principal amount of 7⁷/₈ % Senior Subordinated Notes due 2015 (the “Securities”), and the guarantees of the Securities (the “Guarantees”) by each of the entities listed on Schedule A hereto (the “Guarantors”), to be issued pursuant to an indenture dated as of March 2, 2005 (the “Indenture”) by and among the Company, each of the Guarantors and The Bank of New York, as Trustee (the “Trustee”), and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 8, 2005 (the “Registration Statement”) by the Company and by each other co-registrant set forth on Schedule A. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the enforceability of the Securities and the Guarantees.

The Securities and the Guarantees will be issued in exchange for the Company’s outstanding 7⁷/₈ % Senior Subordinated Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal filed as an exhibit thereto.  The Indenture, the Securities and the Guarantees are referred to herein collectively as the “Operative Documents.”  Those Guarantors which are incorporated or organized, as applicable, in the State of Delaware are referred to herein as the “Covered Guarantors”

The principal place of business of this partnership is the address set forth above where a list of partners’ names may be inspected. This partnership is regulated by the Law Society.  Also listed above are the offices of partnerships affiliated with this partnership.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein as to the internal laws of the State of New York, the Delaware Revised Uniform Partnership Act and the General Corporation Law of the State of Delaware.  Various matters concerning the laws of: The Netherlands are addressed in the opinion of Heidi van der Kooij, General Counsel and Company Secretary to Buhrmann N.V.; Belgium are addressed in the opinion of Allen & Overy LLP Belgium; Luxembourg are addressed in the opinion of Allen & Overy Luxembourg; and the states of Illinois, Nebraska, Missouri, and Colorado are addressed in the opinion of Thomas Cullen, General Counsel to Corporate Express, Inc.  We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of the State of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof:

(1)           When the Securities have been duly executed, issued, authenticated and delivered by or on behalf of the Company against the due tender and delivery to the Trustee of the Company’s outstanding 7⁷/₈ % Senior Subordinated Notes due 2015 in the manner contemplated by the Registration Statement and in accordance with the terms of the Indenture, the Securities will be the legally valid and binding obligations of the Company, enforceable against it in accordance with their terms.

(2)           When the notation of Guarantees of each of the Covered Guarantors to be endorsed on the Securities have been duly executed, issued, authenticated and delivered by or on behalf of the Covered Guarantors in accordance with the terms of the Indenture (assuming the due execution, issue and authentication of the Securities in accordance with the terms of the Indenture and delivery thereof in the manner contemplated by the Registration Statement), the notation of Guarantees will be the legally valid and binding obligations of each of the Covered Guarantors, enforceable against them in accordance with their terms.

(3)           Assuming the due authorization, execution and delivery of the notation of Guarantees of each of the Dutch Guarantors, the Belgian Guarantor, the Luxembourg Guarantor, and the Additional Guarantors (in each case, defined as those entities set forth under such headings in Schedule A), under the laws of their respective jurisdictions, when executed and delivered in accordance with the terms of the Indenture (assuming the due execution, issue and authentication of the Securities in accordance with the terms of the Indenture and delivery in the manner contemplated by the Registration Statement), the notation of Guarantees will be the legally valid and binding obligations of such Guarantors, enforceable against such Guarantors in accordance with their terms.

The opinions rendered in paragraphs (1), (2) and (3) relating to the enforceability of the Securities and the Guarantees, respectively, are subject to the following exceptions, limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization,

2

fraudulent transfer, moratorium or other similar relating to or affecting the rights and remedies of creditors, or the judicial application of foreign laws or governmental actions affecting creditors rights; (b) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; (c) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (d) we express no opinion concerning the enforceability of (i) the waiver of rights or defenses contained in Section 4.08 of the Indenture; (ii) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (iii) any provision permitting upon, acceleration of the Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; or (vii)  any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment rendered in another currency.

With your consent, we have assumed that: (a) each of the parties to the Operative Documents (other than the Company and the Covered Guarantors) (i) has the requisite power and authority to execute and deliver and to perform its obligations under each of the Operative Documents to which it is a party, (ii) has duly authorized, executed and delivered each such Operative Document; and (iii) with respect to each of the parties to the Operative Documents (other than those excepted above and the Guarantors), each Operative Document to which it is a party constitutes its legally valid and binding agreement, enforceable against it in accordance with its terms; and (b) that the status of the Indenture and the Securities and the Guarantees as legally valid and binding obligations of the respective parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus contained therein.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins

3

Schedule A

SCHEDULE OF CO-REGISTRANTS AND GUARANTORS

Dutch Guarantors:

	Name	Jurisdiction
1.	Buhrmann N.V.	The Netherlands
2.	Buhrmann Financieringen B.V.	The Netherlands
3.	Buhrmann Fined B.V.	The Netherlands
4.	Buhrmann II B.V.	The Netherlands
5.	Buhrmann International B.V.	The Netherlands
6.	Buhrmann Nederland B.V.	The Netherlands
7.	Buhrmann Nederland Holding B.V.	The Netherlands
8.	Tetterode-Nederland B.V.	The Netherlands
9.	Veenman B.V.	The Netherlands
10.	Buhrmann Office Products Nederland B.V.	The Netherlands

Belgian Guarantor:

	Name	Jurisdiction
1.	Buhrmann Europcenter N.V.	Belgium

Luxembourg Guarantor:

	Name	Jurisdiction
1.	Buhrmann Luxembourg, Sarl	Luxembourg

Additional Guarantors:

	Name	Jurisdiction
1.	ASAP Software Express, Inc.	Illinois
2.	Corporate Express, Inc	Colorado
3.	Corporate Express Document & Print Management, Inc.	Nebraska
4.	Corporate Express Promotional Marketing, Inc.	Missouri

Covered Guarantors:

	Name	Jurisdiction
1.	BTOP USA Corp.	Delaware
2.	BTOPI Holding (U.S.)	Delaware
3.	Buhrmann Swaps, Inc.	Delaware
4.	Corporate Express Office Products, Inc.	Delaware
5.	CE Philadelphia Real Estate, Inc.	Delaware
6.	Corporate Express of Texas, Inc.	Delaware
7.	License Technologies Group, Inc.	Delaware

4

EX-5.2

Exhibit 5.2

Buhrmann US Inc.

1 Environmental Way

Broomfield, CO 80021

U.S.A.

The Covered Guarantors
set forth on Schedule A

8 April 2005	Extension	Telefax
HK/WM	+31  (0)20  651 11 04	+31  (0)20  651 10 11

Registration Statement on Form F-4 Relating to $150,000,000 Aggregate
Principal Amount of 7 7/8% Senior Subordinated Notes due 2015

Ladies and Gentlemen:

In connection with the registration of $150,000,000 aggregate principal amount of 7 7/8% Senior Subordinated Notes due 2015 (the “Securities”) by Buhrmann US Inc, a Delaware corporation (the “Issuer”), and each co-registrant thereto, and the guarantees of the Securities (the “Guarantees”) by Buhrmann N.V. (the “Company”) and each of the other entities listed on Schedule A hereto (the “Guarantors”), under the Securities Act of 1933, as amended (the “Act”), on Form F-4 filed with the Securities and Exchange Commission (the “Commission”) on April 8, 2005 (the “Registration Statement”), you have requested my opinion with respect to the matters set forth below.  The Securities and the Guarantees will be issued pursuant to an indenture dated as of March 2, 2005 (the “Indenture”) by and among the Company, each of the Guarantors and The Bank of New York as Trustee (the “Trustee”).  The Securities and the Guarantees will be issued in exchange (the “Exchange Offer”) for the Company’s outstanding 7 7/8% Senior Subordinated Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal filed as an exhibit thereto.  The Indenture, the Securities and the Guarantees are sometimes referred to herein collectively as the “Operative Documents.”  Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

In my capacity as General Counsel and Company Secretary of the Company, I am familiar with the proceedings taken by the Company and each of the Guarantors incorporated in the Netherlands (together, the “Covered Guarantors”) in connection with the authorization and issuance of the Guarantees.

In rendering my opinion:

(i)I have examined or have had members of my staff, under my supervision, examine originals, or copies of originals certified, conformed, or otherwise identified to my satisfaction, of such agreements, documents and records as I have deemed relevant and necessary as the basis for the opinions hereinafter set forth.

(ii)In connection with this opinion, I have assumed the accuracy and completeness of all, the authenticity of all original, certificates, agreements, documents, records and other materials submitted to me, the genuineness of all signatures and the legal capacity of all natural persons.

I express no opinion as to matters governed by any law other than the laws of The Netherlands. The opinion expressed herein is limited to the specific issues addressed and is limited in all respects to laws and facts existing on the date hereof. I disclaim any responsibility to advise you of any changes in such laws or facts which may occur after the date hereof.

Subject to the foregoing and the other matters set forth herein, it is my opinion that as of the date hereof:

(1)The Guarantee of each Covered Guarantor has been duly authorized by all necessary corporate action of each respective Covered Guarantor and, when endorsed on duly and validly issued, executed and authenticated Securities in accordance with the terms of the Indenture and the Exchange Offer, will be duly executed and delivered.

(2)The execution and delivery of the Indenture has been duly authorized by all necessary corporate action of each Covered Guarantor and the Indenture has been duly executed and delivered by each Covered Guarantor.

To the extent that the obligations of the Company and the Covered Guarantors under the Operative Documents may be dependent upon such matters, I assume for purposes of this opinion that with respect to the Trustee, each Operative Document to which it is a party constitutes its legally valid and binding agreement, enforceable against it in accordance with its terms.

2

I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me contained under the heading “Legal Matters” in the prospectus contained therein.

Very truly yours,

BUHRMANN NV

/s/ Heidi van der Kooij

Heidi van der Kooij

General Counsel and Company Secretary

Encl.

3

EX-5.3

Exhibit 5.3

April 8, 2005

Buhrmann N.V.

Buhrmann US Inc.

Ladies and Gentlemen:

I am General Counsel to Corporate Express, Inc., a Colorado corporation and wholly-owned subsidiary of Buhrmann US Inc., a Delaware corporation (the “Company”), and have acted as such in connection with the registration of $150,000,000 aggregate principal amount of 7-7/8% Senior Subordinated Notes due 2015 (the “Securities”) by the Company, and each co-registrant thereto, and the guarantees of the Securities (the “Guarantees”) by each of the entities listed on Schedule A hereto (the “Guarantors”), under the Securities Act of 1933, as amended (the “Act”), on Form F-4 filed with the Securities and Exchange Commission (the “Commission”) on April 8, 2005 (the “Registration Statement”).  The Securities and the Guarantees will be issued pursuant to an indenture dated as of March 2, 2005 (the “Indenture”) by and among the Company, each of the Guarantors and The Bank of New York, as Trustee (the “Trustee”).  The Securities and the Guarantees will be issued in exchange for the Company’s outstanding 7-7/8% Senior Subordinated Notes due 2015 on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal filed as an exhibit thereto.  The Indenture, the Securities and the Guarantees are sometimes referred to herein collectively as the “Operative Documents.”  Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

In connection with this opinion, I have examined or have had members of my staff, under my supervision, examine originals or copies, certified or otherwise identified to my satisfaction, of (a) the Certificate or Articles of Incorporation or relevant constitutional documents and By-Laws of each of the entities identified on Schedule A hereto as Covered Guarantors (the “Covered Guarantors”), (b) the Certificates of Good Standing for the jurisdiction of organization of each of the Covered Guarantors, (c) resolutions of the Board of Directors of each of the Covered Guarantors related to the transactions contemplated by the Registration Statement, and (d) the powers of attorney and such other agreements, certificates of public officials, certificates of officers and others, and such other documents, certificates and corporate or public records as I have deemed necessary or appropriate in connection with this opinion.  I advise you that I have not participated in the preparation or negotiation of the Registration Statement or any of the Operative Documents.

In connection with this opinion, I have assumed the genuineness of all signatures (other than as to any Covered Guarantors) on original or certified copies, the authenticity of documents submitted to me as originals and the conformity to original or certified copies of all copies submitted to me as certified or reproduction copies.

I have also assumed that for the purposes of the opinion expressed below, the Power of Attorney executed and delivered by each of the Covered Guarantors is legal, valid and binding under the laws of the United Kingdom.

Based upon the foregoing, and subject to the limitations set forth herein, I am of the opinion that the notation of Guarantees of each of the Covered Guarantors to be endorsed on the Securities have been duly authorized by all necessary corporate action of each of the Covered Guarantors and, when executed and delivered in accordance with the terms of the Indenture (assuming the due execution, issue and authentication of the Securities in accordance with the terms of the Indenture and delivery in the manner contemplated by the Registration Statement), will be the legally valid and binding obligations of each of the Covered Guarantors, enforceable against the Covered Guarantors in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and to general principles of equity.

No opinion is expressed herein with respect to the applicability of, or compliance with, any federal or state securities laws.

This opinion speaks only as of the date hereof. I have no obligation to advise the addressees (or any third party) of any changes in the law or facts that may occur after the date of this opinion.  In additional, I advise you that I am admitted in the States of Connecticut and Illinois, and registered as a Single Client Representative for Corporate Express, Inc. and its subsidiaries in the State of Colorado.

The opinions expressed herein are solely for your benefit and may not be relied upon in any manner or for any purpose by any other person.

I consent to your filing this opinion as an exhibit to the Registration Statement under the heading “Legal Matters” contained in the prospectus contained therein.

Very truly yours,

/s/ Thomas F. Cullen

Thomas F. Cullen

General Counsel

2

Schedule A

SCHEDULE OF CO-REGISTRANTS AND GUARANTORS

Dutch Guarantors:

	Name	Jurisdiction
1.	Buhrmann N.V.	The Netherlands
2.	Buhrmann Financieringen B.V.	The Netherlands
3.	Buhrmann Fined B.V.	The Netherlands
4.	Buhrmann II B.V.	The Netherlands
5.	Buhrmann International B.V.	The Netherlands
6.	Buhrmann Nederland B.V.	The Netherlands
7.	Buhrmann Nederland Holding B.V.	The Netherlands
8.	Tetterode-Nederland B.V.	The Netherlands
9.	Veenman B.V.	The Netherlands
10.	Buhrmann Office Products Nederland B.V.	The Netherlands

Belgian Guarantor:

	Name	Jurisdiction
1.	Buhrmann Europcenter N.V.	Belgium

Luxembourg Guarantor:

	Name	Jurisdiction
1.	Buhrmann Luxembourg, Sarl	Luxembourg

Covered Guarantors:

	Name	Jurisdiction
1.	ASAP Software Express, Inc.	Illinois
2.	Corporate Express, Inc	Colorado
3.	Corporate Express Document & Print Management, Inc.	Nebraska
4.	Corporate Express Promotional Marketing, Inc.	Missouri

Additional Guarantors:

	Name	Jurisdiction
1.	BTOP USA Corp.	Delaware
2.	BTOPI Holding (U.S.)	Delaware
3.	Buhrmann Swaps, Inc.	Delaware
4.	Corporate Express Office Products, Inc.	Delaware
5.	CE Philadelphia Real Estate, Inc.	Delaware
6.	Corporate Express of Texas, Inc.	Delaware
7.	License Technologies Group, Inc.	Delaware

EX-5.4

Exhibit 5.4

Conformed copy

To:Buhrman US Inc.

1 Environmental Way

Broomfield, CO 80021

Buhrman Europcenter NV

Bodemstraat 11, Bus 1

3830 Wellen

Antwerp,7 April 2005

Dear Sirs,

1.We are issuing this opinion in our capacity as Belgian legal counsel to Buhrmann Europcenter NV (the Company), in connection with a Guarantee (as defined below) granted by the Company to secure the obligations of Buhrmann US Inc. (the Issuer) in respect of the registration of $ 150,000,000 aggregate principal amount of 7 7/8% Senior Subordinated Exchange Notes due 2015 (the Exchange Notes), by the Issuer under the Securities Act of 1933, as amended, on Form F-4 filed with the Securities and Exchange Commission.  The Exchange Notes are to be issued pursuant to an exchange offer in exchange for a like principal amount of the Issuer’s issued and outstanding 7 7/8% Senior Subordinated Notes due 2015, together with the guarantees thereof and will be issued pursuant to the indenture dated 2 March 2005 between the Issuer, Buhrmann NV, the Guarantors named on Schedule 1 thereto, including the Company, and the Bank of New York as Trustee (the Indenture).

Capitalised but not defined terms used herein shall have the meaning ascribed to such terms in the Purchase Agreement.

2.For the purpose of this opinion, we have examined the following documents:

1.a faxed copy of the executed Indenture, including the form of the Exchange Notes and the form of Notation of Guarantee (the Guarantee);

2.a faxed copy of the executed Registration Rights Agreement, dated 2 March 2005 between the Issuer, the Parent, the Guarantors named on Schedule I thereto and Deutsche Bank Securities Inc, BNP Paribas Securities Corp. and ING Bank N.V., London Branch as Initial Purchasers (the Registration Rights Agreement);

(the documents listed under 1 and 2 are together referred to as the “Documents”)

1

3.a faxed copy of the minutes of the Company’s board of directors held on 23 February 2005 approving and authorising the Company to enter into and to execute the Documents (the Board Resolution);

4.a faxed copy of the written resolutions by the shareholders of the Company of 23 February 2005  approving amongst other the Documents and in particular the change of control clauses in accordance with Article 556 of the Belgian Company Code (the Shareholders’ Resolution);

5.a copy of the Company’s constitution act dated 25 March 1998;

6.a copy of the Company’s co-ordinated articles of association dated 21 June 2002 and deposited with the Commercial Court of Tongeren on 26 June 2002 (the Articles);

7.the documents published in the annexes to the Moniteur Belge/Belgisch Staatsblad with regard to the Company as of 25 February 2005;

8.the Royal Decree dated 9 July 2000 granting an extension of the Company’s status of co-ordination centre.

Except as stated above, we have not examined any contracts, instruments or other documents entered into by or affecting the Company or any corporate records of the Company and have not made any other inquiries concerning the Company.

3.In considering the above documents and in rendering the opinions expressed herein, we have without any further enquiry assumed:

(a)the genuineness of all signatures;

(b)the authenticity and completeness of all documents submitted to us as originals and the completeness, and the conformity to original documents of all documents submitted to us as copies;

(c)that the Documents have been executed on behalf of the Company by two directors acting jointly or by Cornelis Bangma, Heidi van der Kooij, Marcel Graven or Barbara Jongerden, acting individually; and that the Guarantee will be endorsed on behalf of the Company on duly and validly issued, executed and authenticated Exchange Notes in accordance with the terms of the Indenture by two directors acting jointly or by Cornelis Bangma, Heidi van der Kooij, Marcel Graven or Barbara Jongerden, acting individually;

(d)that the Documents have not been amended, supplemented, terminated, rescinded or declared null and void by a court;

(e)that the documents referred to in paragraph 2 above (other than the Documents) were at their date, and have through the date hereof remained accurate and in full force and effect and that the Articles have not been amended since 21 June 2002;

(f)that the Guarantee is merely granted to secure financial obligations of (i) members of the group to which the Company belongs, as such term is defined in article 2 of the Royal Decree N° 187 of 30 December 1982 concerning the establishment of co-ordination centres, or (ii) affiliated companies in the meaning of article 11 of the Belgian Company Code;

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(g)that the Company has its centre of main interest, within the meaning of Council Regulation (EC) No 1346/2000 of 29 May 2000 on Insolvency Procedures, in Belgium and that it has not been subject to any one or more of the insolvency and winding-up proceedings listed in Annex A or Annex B to the Regulation in any EU Member State other than in Belgium;

(h)that the Company has its habitual residence (within the meaning of Article 4 of the Belgian law of 16 July 2004 on the conflicts of law code (the Conflicts of Law Code)) in Belgium;

(i)that the Board Resolution records the resolutions of a duly held meeting of the Board of Directors of the Company and has not been amended or revoked, has not been declared null and void by a competent court and remains in full force and effect;

(j)that the Company’s Board of Directors has satisfied itself that the entry into the Documents would be in the corporate interest of the Company and is not an abnormal transaction entered into by the Company in the knowledge that, by doing so, it would prejudice its creditors;

(k)that the Company’s directors who attended and voted at the meeting of the Board of Directors have complied with all applicable provisions of the Belgian Company law pertaining to the conflict of interests of directors;

(l)that the Shareholders’ Resolution record the resolutions of duly entitled shareholders of the Company, and that the Shareholders’ Resolution has not been amended or revoked, has not been declared null and void by a competent court and remain in full force and effect;

(m)that the Company has been duly incorporated and is validly existing and that the Company is not unable to pay its debts within the meaning of applicable bankruptcy, insolvency or similar laws at the time it entered into the Documents or in consequence of the Documents or the transactions contemplated thereby; that the Company has not passed a voluntary winding up resolution, that no petition has been presented to or order made by the court for the winding-up, judicial composition (concordat judiciaire/gerechtelijk akkoord), bankruptcy or for an administration (or equivalent) of the Company; that the Company has not been adjudicated bankrupt or annulled as a legal entity; that no administrator, receiver or like officer has been appointed in respect of the Company or any of its assets; that no voluntary arrangement has been proposed in relation to the Company; that the Company has not been dissolved; based solely upon the information obtained by telephone on 1 March 2005 from the clerk of the Commercial Court of Tongeren, the Company has not filed an application for bankruptcy or for a proceeding of judicial composition (concordat judiciaire/gerechtelijk akkoord);

(n)that nothing in this opinion would be affected by the provisions of any law other than the laws of Belgium or by any other document or circumstance other than those referred to under paragraph 2;

(o)that the offering of the Exchange Notes is solely intended for qualifying professional investors (in the meaning of Article 3, 2° of the Royal Decree of 7 July 1999 on the public nature of financial transactions) acting on their own account;

(p)that the Company by entering into the Documents will not be considered as having publicly issued securities in any jurisdiction (other than Belgium);

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(q)that the Guarantee will be deemed to be duly executed under New York law when endorsed by the Company on duly and validly issued, executed and authenticated Exchange Notes in accordance with the terms of the Indenture.

4.Based on the foregoing, and subject to the qualifications set out below and to any matters not disclosed to us, it is our opinion that, so far as the present laws of Belgium are concerned:

(a)Powers and authority: The Company has the corporate power and authority to enter into and perform its obligations under the Documents to which it is a party and has taken all necessary corporate action to authorise the execution and performance of the Documents.

(b)Due execution:  The Documents have been duly executed by the Company. When endorsed by the Company on duly and validly issued, executed and authenticated Exchange Notes in accordance with the terms of the Indenture, the Guarantee will be duly executed by the Company.

5.This opinion is subject to the following qualifications:

(a)The opinions given herein as regards the enforceability of obligations are subject to all limitations arising from bankruptcy, insolvency, reorganisation, fraudulent act (pauliana), judicial composition, liquidation or similar laws affecting the rights of creditors generally, including the Council Regulation (EC)No. 1346/2000 of 29 May 2000 on Insolvency Procedures and the Conflicts of Law Code. Notwithstanding the express choice of jurisdiction of the courts of the State of New York, the Belgian courts may have exclusive jurisdiction for these matters.

(b)In respect of the Guarantee entered into by the Company, as a general rule, a Belgian company may not normally encumber its assets or obligate itself for the benefit of affiliated companies. Although there is not much case law on such guarantees and security, they have been upheld if there is a structured group with strong commercial links, if the guarantees and security are within the corporate purpose of the guarantor and meet the so-called “corporate interest” test. This test can be met if it can be demonstrated that

(i)the guarantor itself derives a benefit from granting the guarantee (e.g. part of the borrowings will be used, directly or indirectly, by it, more advantageous credit terms can be obtained at the group level, improvements in management will be made, it will have access to new or better technology, markets, etc.); and

(ii)the amount guaranteed is not disproportionate to the financial means available to the guarantor and/or to the benefit it derives from the transactions.

If these conditions are not met, the guarantee could be deemed contrary to the company’s interest.  Besides director’s liability, this could render the Guarantee granted by the company null and void or unenforceable.

Whether this “proportionality” test is met can only be judged in light of the circumstances surrounding the guarantee at the time it is granted, and in particular

•the amount and duration of the guarantee;

4

•the amount of the guarantor’s capital, its net assets and overall financial condition;

•the benefit the guarantor derives from the transaction; and

•the risk that the guarantee will be called, and the likelihood of reimbursement by the company for whose benefit the guarantee was granted.

Similar rules apply in determining whether the guarantee constitutes a misuse of corporate assets (misbruik van vennootschapsgoederen).

The legal rules regarding corporate interest do not contain well-defined guidelines, and their proper application depends upon the business issues affecting the Company, which can only be properly assessed by its board of directors.

(c)The provisions of the Documents which could trigger an event of default upon a change of control of the Company, may be null unless duly authorised by a valid resolution of its shareholders’ meeting, and such resolutions is deposited with the clerk of the Commercial Court, pursuant to and in accordance with article 556 of the Belgian Company Code.  The Shareholders’ Resolution contains the required approval.

(d)We have not investigated the laws of any country other than Belgium. We express no opinion on any law other than the published law and case law of the Kingdom of Belgium (unpublished case law not included) as it currently stands of the date hereof. Nothing in this opinion should be taken as indicating that obligations would be specifically enforceable.

(e)No opinion is expressed on matters of fact.  We also express no opinion on tax.

This opinion speaks only as of the date hereof. We have no obligation to advise the addressees (or any third party) of any changes in the law or facts that may occur after the date of this opinion.

In this opinion, Belgian legal concepts are expressed in English terms and not in their original Belgian terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising thereunder will be governed by Belgian law.

This opinion is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to. Nothing in this opinion should be taken as expressing an opinion in respect of any representations or warranties or other information, contained in the Documents, except as expressly confirmed herein.

This opinion is given in accordance with the rules and standards of the Antwerp Bar and is addressed to you for your own benefit and may only be relied upon by yourself, and by Latham & Watkins, solely for the purpose of issuing their legal opinion under New York law with respect to the Documents.  This opinion may not be disclosed or quoted or relied upon by assignees of any such persons or by any other person.

We consent to your filing of this opinion as an Exhibit to the Registration Statement and to the reference to our firm contained in the heading “Legal Matters” contained in the Prospectus contained

5

therein.  In giving this consent, we do not hereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,
/s/ Sylvia Kierszenbaum	/s/ Filip Tanghe

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EX-5.5

Exhibit 5.5

CONFORMED COPY

	58 rue Charles Martel L-2134 Luxembourg PO Box 5017 L-1050 Luxembourg Tel+352 4444 55 1 Personal fax+352 4444 5556 henri.wagner@allenovery.com frank.mausen@allenovery.com
Buhrmann US Inc. 1 Environmental Way Broomfield, CO 80021 United States
Luxembourg, 7 April 2005 Our ref: HW/FrMa/41936-00175 LU:260078.3

Buhrmann Luxembourg S.à r.l. - Guarantee in respect of the U.S.$150,000,000 7 7/8 per cent. Senior Subordinated Notes due 2015 issued by Buhrmann US Inc.

Dear Sirs,

1.We have acted as legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Buhrmann Luxembourg S.à r.l. (the Company) in connection with the giving by the Company of a guarantee (the Guarantee) to secure the obligations of Buhrmann US Inc. in respect of U.S.$150,000,000 7 7/8 per cent. Senior Subordinated Notes due 2015 issued by Buhrmann US Inc. (the Notes). The Notes will be exchanged for exchange notes (the Exchange Notes) of identical principal amount pursuant to an exchange offer. The Exchange Notes will be registered under the U.S. Securities Act of 1933 with the U.S. Securities and Exchange Commission (the SEC) in April 2005 pursuant to a Registration Statement on Form F-4 (the Registration Statement).

2.We have examined:

(1)an executed e-mailed copy of the Indenture dated 2 March 2005 between, inter alia, the Company, The Bank of New York, Buhrmann US Inc. and the Guarantors (as defined in the Indenture) including the Company (the Indenture);

(2)a Form of Notation of Guarantee as attached as Exhibit E to the Indenture (the Notation of Guarantee);

Avocats à la Cour
Paul Beghin (1929-2004)	Pierre Schleimer	Gérald Origer	Cyrille Tonnelet	Serge Hoffmann
Marc Feider	Katia Manhaeve	Danielle Kolbach	Christian Jungers	Frank Mausen
André Marc	Donata Grasso	J.-F. Bouchoms	Patrick Mischo
Henri Wagner	Dominique Bornert	Corinne Lamesch	Francine Ewers
Jean Schaffner	Jean-Luc Fisch	Christiane Denzle	Nicolas Steichen

(3)a copy of the articles of incorporation of the Company in a restated version (statuts coordonnés) dated 2 July 2002, as amended by the resolutions of the extraordinary general meeting of the sole shareholder of the Company dated 11 October 2004 (the Articles);

(4)an e-mailed copy of the circular resolutions signed by all the members of the board of managers (conseil de gérance) of the Company on 23 February 2005 (the Resolutions); and

(5)a certificate from the Luxembourg district court sitting in commercial matters dated 6 April 2005 stating that no insolvency proceedings in respect of the Company have commenced.

The documents listed in paragraphs 2.(1) and 2.(2) above are collectively referred to as the Documents.

Capitalised terms defined in the Documents, and not otherwise defined herein, have the same meaning when used in this legal opinion.

Except as stated above, we have not, for the purposes of this legal opinion, examined any agreements, contracts, deeds, instruments or other documents relating to the Documents or entered into by or affecting any party (including the Company) to any such agreements, contracts, deeds, instruments or documents, or any corporate records of any such party, and have not made any other enquiries concerning any such party. In particular, but without limitation, we have not investigated whether any such party will, by reason of the transactions contemplated by the Documents (or any document in connection therewith), be in breach of any of its obligations under any such agreements, contracts, deeds, instruments or documents.

3.We have assumed:

(a)the genuineness of all signatures, stamps and seals, the conformity to the originals of all the documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies or specimens and the authenticity of the originals of such documents;

(b)that any law other than the laws of Luxembourg, which may apply to the Documents or the transactions referred to by them, would not be such as to affect, or otherwise have a negative or adverse impact, on any conclusion stated in this legal opinion;

(c)that all factual matters and statements relied upon or assumed herein will be true and complete on the date of execution of the Documents (and/or any document in connection therewith);

(d)that the principal place of business (principal établissement) of the Company is located at the place of its registered office (siège statutaire) in Luxembourg;

(e)that the Articles have not been amended since the date referred to in paragraph 2.(3) above;

(f)that the Resolutions have not been amended, rescinded, revoked or declared null and void;

(g)that the Documents (and any document in connection therewith) have been signed on behalf of the Company by (i) any two managers of the Company who at the time of signing thereof were both in office, or (ii) in accordance with the Resolutions; and

(h)that there are no provisions of the laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion.

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4.Based on the foregoing and subject to the qualifications set out below, and to matters not disclosed to us, but without any other independent verification, we are of the opinion that, so far as the present laws of Luxembourg, as published, construed and applied by the Luxembourg courts, are concerned:

(a)Power and authority

The Company has the corporate power and authority to enter into and perform the obligations expressed to be assumed by it under the Documents and has taken all necessary corporate action to authorise the execution, delivery and performance of the Documents.

(b)Due Execution

The Indenture is, when signed on behalf of the Company by any two managers of the Company who at the time of signing thereof were both in office, or in accordance with the Resolutions, duly executed.

The Notation of Guarantee will, when (i) signed on behalf of the Company in accordance with the Indenture and the Resolutions and (ii) endorsed on duly and validly issued, executed and authenticated Exchange Notes, be duly executed.

5.This legal opinion is subject to the following qualifications:

(a)We express no opinion whatsoever on the legal nature of the Guarantee.

(b)This legal opinion is as of this date and we undertake no obligation to update it or advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred herefrom. We express no opinion as to matters of fact. This legal opinion is strictly limited to the Documents and does not relate to any extent to any other agreement, deed, document or matter. We express no opinion on any economic, financial or statistical information contained in the Documents (or any document in connection therewith).

6.This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and that any action or claim in relation to it can only be brought exclusively before the courts of Luxembourg. Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally accurate translation or interpretation. In particular, there are always some legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or interpretation because the vocabulary is missing from the language. We accept no responsibility for omissions or inaccuracies to the extent that any are attributable to such factors.

This legal opinion is given to you exclusively in connection with the filing of the Registration Statement with the SEC in April 2005 and may not be relied upon by you for any other purpose. This legal opinion may be filed with the SEC as an exhibit to the Registration Statement . You may not give copies of this legal opinion to others, or enable or allow any person or persons to make public, quote, circulate, rely upon, refer to or otherwise use part or all of this legal opinion, without our prior written permission except that you may give copies to Latham & Watkins (London) for information purposes only on the strict understanding that we assume no

3

responsibility whatsoever to them as a result or otherwise. Further, we consent to the reference to Allen & Overy Luxembourg contained under the heading “Legal Matters” in the prospectus which is a part of the Registration Statement.

Yours faithfully,

by: (s/Henri Wagner)

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EX-12.1

Exhibit 12.1

Statement Regarding Computation of Ratios of Earnings to Fixed Charges

Amounts (in millions of euro) in accordance with Dutch GAAP

	Year ended December 31,										Pro forma year ended December 31,
	2000		2001		2002		2003		2004		2004
Earnings:
Net result	221		55		(588	)	(132	)	80		73
Minority interests	9		9		12		12		17		17
Income from equity investees	—		—		(3	)	1		—		—
Tax	62		(2	)	(11	)	(68	)	(33	)	(37	)
Pre-tax income before minority interest and before income from equity investees	292		62		(590	)	(187	)	64		53
Plus:
Fixed charges	298		295		280		276		133		137
Amortization of capitalized interest	—		1		1		1		1		1
Distributed income of equity investees	—		—		—		—		—		—
Share of pre-tax losses of equity investees	—		—		—		—		—		—
Less:
Capitalized interest	—		(5	)	(6	)	(1	)	(1	)	(1	)
Dividend requirement on Preference Shares	(40	)	(39	)	(36	)	(38	)	(37	)	(30	)
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges	—		—		—		—		—		—
Earnings	550		314		(351	)	51		160		160
Fixed Charges:
Interest expensed	210		200		182		140		62		72
Interest capitalized	—		5		6		1		1		1
Plus:
Amortized premiums, discounts and capitalized expenses related to indebtedness	14		16		22		67		9		10
Estimate of interest within rental expense	34		35		34		30		24		24
Dividend requirement on Preference Shares	40		39		36		38		37		30
Fixed Charges	298		295		280		276		133		137
Ratio of Earnings to Fixed Charges	1.85	X	1.06	X	—		0.18	X	1.21	X	1.17	X
Additional pre-tax income before minority interest and income from equity investees necessary to generate a ratio of Earnings to Fixed Charges of 1.0	—		—		632		226		—		—

Amount (in millions of euro) in accordance with US GAAP

	Year ended December 31,
	2000		2001		2002		2003		2004
Earnings:
Result from continuing operations	56		13		(849	)	(59	)	104
Minority interests	9		9		12		12		17
Income from equity investees	—		—		—		—		—
Tax	(14	)	(42	)	(16	)	6		3
Pre-tax income from continuing operations before minority interest and income from equity investees	51		(20	)	(853	)	(41	)	124
Plus:
Fixed charges	261		246		224		256		131
Amortization of capitalized interest	—		1		1		1		1
Distributed income of equity investees	—		—		—		—		—
Share of pre-tax losses of equity investees	—		—		—		—		—
Less:
Capitalized interest	—		(5	)	(6	)	(1	)	(1	)
Dividend requirement on Preference Shares	(40	)	(39	)	(36	)	(38	)	(37	)
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges	—		—		—		—		—
Earnings	272		183		(670	)	177		218
Fixed Charges:
Interest expensed	180		158		137		114		62
Interest capitalized	—		5		6		1		1
Plus:
Amortized premiums, discounts and capitalized expenses related to indebtedness	14		16		19		79		7
Estimate of interest within rental expense	27		28		26		24		24
Dividend requirement on Preference Shares	40		39		36		38		37
Fixed Charges	261		246		224		256		131
Ratio of Earnings to Fixed Charges	1.04	X	0.74	X	—		0.69	X	1.67	X
Additional pre-tax income from continuing operations before minority interest and income from equity investees necessary to generate a ratio of Earnings to Fixed Charges of 1.0	—		63		894		79		—

EX-23.6

Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-4 of Buhrmann N.V. of our report dated February 22, 2005, except for Note 33, for which the date is March 11, 2005, relating to the financial statements of Buhrmann N.V., which appears in such Registration Statement. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers Accountants N.V.

PricewaterhouseCoopers Accountants N.V.

Amsterdam, the Netherlands

April 8, 2005

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

BUHRMANN US INC.

(Exact name of obligor as specified in its charter)

Delaware	06-1560597
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Hoogoorddreef 62 1101 BE Amsterdam ZO The Netherlands
(Address of principal executive offices)	(Zip code)

Guarantee of Trust Preferred Securities of Endurance Holdings Capital Trust II

(Title of the indenture securities)

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y.  10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y.  10045
Federal Deposit Insurance Corporation	Washington, D.C.  20429
New York Clearing House Association	New York, New York   10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

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6.The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 6th day of April, 2005.

THE BANK OF NEW YORK
By:	/S/	ROBERT A. MASSIMILLO
Name:		ROBERT A. MASSIMILLO
Title:		VICE PRESIDENT

5

EXHIBIT 7 to Form T-1

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,866,500
Interest-bearing balances	8,455,170
Securities:
Held-to-maturity securities	1,885,665
Available-for-sale securities	20,781,508
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices	3,730,007
Securities purchased under agreements to resell	847,805
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	36,195,743
LESS: Allowance for loan and lease losses	587,611
Loans and leases, net of unearned income and allowance	35,608,132
Trading Assets	4,174,521
Premises and fixed assets (including capitalized leases)	949,424
Other real estate owned	754
Investments in unconsolidated subsidiaries and associated companies	268,366
Customers’ liability to this bank on acceptances outstanding	52,800
Intangible assets
Goodwill	2,746,404
Other intangible assets	758,137
Other assets	8,013,234
Total assets	$	92,138,427
LIABILITIES
Deposits:
In domestic offices	$	41,480,131
Noninterest-bearing	16,898,525
Interest-bearing	24,581,606
In foreign offices, Edge and Agreement subsidiaries, and IBFs	24,028,722
Noninterest-bearing	576,431
Interest-bearing	23,452,291
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices	1,040,432
Securities sold under agreements to repurchase	491,007
Trading liabilities	2,724,930
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	4,780,573
Not applicable
Bank’s liability on acceptances executed and outstanding	54,517
Subordinated notes and debentures	2,390,000
Other liabilities	6,901,014
Total liabilities	$	83,891,326
Minority interest in consolidated subsidiaries	140,499
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,284
Surplus (exclude all surplus related to preferred stock)	2,087,221
Retained earnings	4,892,420
Accumulated other comprehensive income	-8,323
Other equity capital components	0
Total equity capital	8,106,602
Total liabilities, minority interest, and equity capital	$	92,138,427

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I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi	Directors
Gerald L. Hassell
Alan R. Griffith

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EX-99.1

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Exhibit 99.1

Letter of Transmittal
To Tender for Exchange
7⁷/8% Senior Subordinated Notes Due 2015
of

BUHRMANN US INC.

Pursuant to the Prospectus dated                        , 2005

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2005, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

The Exchange Agent is:
THE BANK OF NEW YORK

By Registered or Certified Mail:
[address]
(      )      -      

Attn: By Facsimile Transmission:
(for eligible institutions only) (      )      -      

Confirm by Telephone:
(      )      -         By Hand/Overnight Delivery:
The Bank of New York
Corporate Trust Operations
Reorganizations Unit
101 Barclay Street—Floor 7E
New York, NY 10286

Attn:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus dated                        , 2005 (the "Prospectus"), of Buhrmann US Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together with the Prospectus constitutes the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of its 7⁷/8% Senior Subordinated Notes due 2015 (the "Exchange Notes") for each $1,000 principal amount of its outstanding 7⁷/8% Senior Subordinated Notes due 2015 (the "Private Notes"). Recipients of the Prospectus should read the requirements described in such Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        The undersigned hereby tenders the Private Notes described in the box entitled "Description of Private Notes" below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered holder of all the Private Notes (the "Holder") and the undersigned represents that it has received from each beneficial owner of Private Notes (the "Beneficial Owners") a duly completed and executed form of "Instruction to Registered Holder from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY COMPLETING ANY BOX BELOW.

        This Letter of Transmittal is to be used by a Holder (i) if certificates representing Private Notes are to be forwarded herewith and (ii) if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures."

        Holders that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through ATOP for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send an agent's message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an "Agent's Message") to the Exchange Agent for its acceptance. Transmission of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message.

        Any Beneficial Owner whose Private Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such Holder promptly and instruct such Holder to tender on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner must, prior to completing and executing this Letter of Transmittal and delivering its Private Notes, either make appropriate arrangements to register ownership of the Private Notes in such Beneficial Owner's name or obtain a properly completed bond power from the Holder. The transfer of record ownership may take considerable time.

        In order to properly complete this Letter of Transmittal, a Holder must (i) complete the box entitled "Description of Private Notes," (ii) if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions, (iii) sign the Letter of Transmittal by completing the box entitled "Sign Here To Tender Your Notes" and (iv) complete the Substitute Form W-9. Each Holder should carefully read the detailed instructions below prior to completing the Letter of Transmittal.

        Holders of Private Notes who desire to tender their Private Notes for exchange and (i) whose Private Notes are not immediately available or (ii) who cannot deliver their Private Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, must tender the Private Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures." See Instruction 2.

        Holders of Private Notes who wish to tender their Private Notes for exchange must complete columns (1) through (3) in the box below entitled "Description of Private Notes," and sign the box below entitled "Sign Here To Tender Your Notes." If only those columns are completed, such Holder will have tendered for exchange all Private Notes listed in column (3) below. If the Holder wishes to tender for exchange less than all of such Private Notes, column (4) must be completed in full. In such case, such Holder should refer to Instruction 5.

        The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Private Notes previously tendered and not withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer.

        The undersigned hereby tenders for exchange the Private Notes described in the box entitled "Description of Private Notes" below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

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DESCRIPTION OF PRIVATE NOTES
(1)		(2)	(3)	(4)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)	Aggregate Principal Amount Represented by Certificate(s)(A)	Principal Amount Tendered For Exchange(B)
		Total Principal Amount Tendered
(A)	Unless indicated in this column, any tendering Holder will be deemed to have tendered the entire aggregate principal amount represented by the Private Notes indicated in the column labeled "Aggregate Principal Amount Represented by Certificate(s)." See Instruction 5.
(B)	The minimum permitted tender is $1,000 in principal amount of Private Notes. All other tenders must be in integral multiples of $1,000.

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o CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.

o
CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if any):

Name of Institution that Guaranteed Delivery:

        Only Holders are entitled to tender their Private Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC's system and whose name appears on a security position listing as the record owner of the Private Notes and who wishes to make book-entry delivery of Private Notes as described above must complete and execute a participant's letter (which will be distributed to participants by DTC) instructing DTC's nominee to tender such Private Notes for exchange. Persons who are Beneficial Owners of Private Notes but are not Holders and who seek to tender Private Notes should (i) contact the Holder and instruct such Holder to tender on his or her behalf, (ii) obtain and include with this Letter of Transmittal, Private Notes properly endorsed for transfer by the Holder or accompanied by a properly completed bond power from the Holder, with signatures on the endorsement or bond power guaranteed by a firm that is an eligible guarantor institution within the meaning of Rule 17Ad-5 under the Exchange Act, including a firm that is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trading company having an office in the United States or certain other eligible guarantors (each, an "Eligible Institution"), or (iii) effect a record transfer of such Private Notes from the Holder to such Beneficial Owner and comply with the requirements applicable to Holders for tendering Private Notes prior to the Expiration Date. See the section of the Prospectus entitled "The Exchange Offer—Procedures for Tendering."

SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

            To be completed ONLY (i) if the Exchange Notes issued in exchange for the Private Notes, certificates for Private Notes in a principal amount not exchanged for Exchange Notes, or Private Notes (if any) not tendered for exchange, are to be issued in the name of someone other than the undersigned or (ii) if Private Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC.

Issue to:

Name: (Please Type or Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

Credit Private Notes not exchanged and delivered by book-entry transfer to DTC account set forth below:

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

            To be completed ONLY (i) if the Exchange Notes issued in exchange for Private Notes, certificates for Private Notes in a principal amount not exchanged for Exchange Notes, or Private Notes (if any) not tendered for exchange, are to be mailed or delivered (i) to someone other than the undersigned or (ii) to the undersigned at an address other than the address shown below the undersigned's signature.

Mail or deliver to:

Name: (Please Type or Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

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Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the Private Notes indicated above. Subject to, and effective upon, acceptance for exchange of the Private Notes tendered for exchange herewith, the undersigned will have irrevocably sold, assigned, transferred and exchanged, to the Company, all right, title and interest in, to and under all of the Private Notes tendered for exchange hereby, and hereby will have appointed the Exchange Agent as the true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent of the Company) of such Holder with respect to such Private Notes, with full power of substitution to (i) deliver certificates representing such Private Notes, or transfer ownership of such Private Notes on the account books maintained by DTC (together, in any such case, with all accompanying evidences of transfer and authenticity), to the Company, (ii) present and deliver such Private Notes for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights and incidents of beneficial ownership with respect to such Private Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Private Notes; and that when such Private Notes are accepted for exchange by the Company, the Company will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned further warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Private Notes tendered for exchange hereby. The undersigned further agrees that acceptance of any and all validly tendered Private Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement.

        By tendering, the undersigned hereby further represents to the Company that (i) the Exchange Notes to be acquired by the undersigned in exchange for the Private Notes tendered hereby and any Beneficial Owner(s) of such Private Notes in connection with the Exchange Offer will be acquired by the undersigned and such Beneficial Owner(s) in the ordinary course of their respective businesses, (ii) the undersigned is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, (iii) the undersigned and each Beneficial Owner acknowledge and agree that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the staff of the Commission set forth in certain no-action letters, (iv) the undersigned and each Beneficial Owner understand that a secondary resale transaction described in clause (iii) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Private Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Commission and (v) neither the undersigned nor any Beneficial Owner is an "affiliate," as defined under Rule 405 under the Securities Act, of the Company.

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Private Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the

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Exchange Offer with respect to the Private Notes acquired other than as a result of market-making activities or other trading activities.

        For purposes of the Exchange Offer, the Company will be deemed to have accepted for exchange, and to have exchanged, validly tendered Private Notes, if, as and when the Company gives oral or written notice thereof to the Exchange Agent. Tenders of Private Notes for exchange may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange Offer—Withdrawal of Tenders" in the Prospectus. Any Private Notes tendered by the undersigned and not accepted for exchange will be returned to the undersigned at the address set forth above unless otherwise indicated in the box above entitled "Special Delivery Instructions" as promptly as practicable after the Expiration Date.

        The undersigned acknowledges that the Company's acceptance of Private Notes validly tendered for exchange pursuant to any one of the procedures described in the section of the Prospectus entitled "The Exchange Offer" and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

        Unless otherwise indicated in the box entitled "Special Issuance Instructions," please return any Private Notes not tendered for exchange in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions," please mail any certificates for Private Notes not tendered or exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Private Notes accepted for exchange in the name(s) of, and return any Private Notes not tendered for exchange or not exchanged to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Private Notes from the name of the Holder(s) thereof if the Company does not accept for exchange any of the Private Notes so tendered for exchange or if such transfer would not be in compliance with any transfer restrictions applicable to such Private Note(s).

In order to validly tender Private Notes for exchange, Holders must complete, execute, and deliver this Letter of Transmittal.

        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the Prospectus, this tender for exchange of Private Notes is irrevocable.

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SIGN HERE TO TENDER YOUR PRIVATE NOTES

Signature(s) of Owner(s)

Dated: , 2005

            Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s) representing the Private Notes or on a security position listing or by person(s) authorized to become registered Private Note holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information. (See Instruction 6.)

Name(s):

(Please Type or Print)

Capacity (full title):

Address:

(Include Zip Code)

Principal place of business
(if different from address listed above):

Area Code and Telephone No.:
(            ):

Tax Identification or Social Security Nos.:

GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)

Authorized Signature:

Name and Title:

(Please Type or Print)

Name of Firm:

Address:

Area Code and Telephone No.:

Dated:

IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF TRANSMITTAL OR PROVIDE A FORM W-8, AS APPLICABLE.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.     Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by an institution which is (1) a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., (2) a commercial bank or trust company having an office or correspondent in the United States, or (3) an Eligible Institution that is a member of one of the following recognized Signature Guarantee Programs:

        (a)   The Securities Transfer Agents Medallion Program (STAMP);

        (b)   The New York Stock Exchange Medallion Signature Program (MSP); or

        (c)   The Stock Exchange Medallion Program (SEMP).

        Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the Holder(s) of the Private Notes tendered herewith and such Holder(s) have not completed the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) if such Private Notes are tendered for the account of an Eligible Institution. In all other cases, all signatures must be guaranteed by an Eligible Institution.

2.     Delivery of this Letter of Transmittal and Private Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by Holders if certificates representing Private Notes are to be forwarded herewith. All physically delivered Private Notes, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other required documents, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the Exchange Agent.

        The method of delivery of Private Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder. Except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. Neither this Letter of Transmittal nor any Private Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such Holders.

        Holders of Private Notes who elect to tender Private Notes and (i) whose Private Notes are not immediately available or (ii) who cannot deliver the Private Notes, this Letter of Transmittal or other required documents to the Exchange Agent prior the Expiration Date must tender their Private Notes according to the guaranteed delivery procedures set forth in the Prospectus. Holders may have such tender effected if:

        (a)   such tender is made through an Eligible Institution;

        (b)   prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent has received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, setting forth the name and address of the Holder, the certificate number(s) of such Private Notes and the principal amount of Private Notes tendered for exchange, stating that tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing such Private Notes (or a Book-Entry Confirmation), in proper form for transfer, and any other documents required by this Letter of Transmittal, will be deposited by such Eligible Institution with the Exchange Agent; and

9

        (c)   a properly executed Letter of Transmittal (or facsimile thereof), as well as the certificate(s) for all tendered Private Notes in proper form for transfer or a Book-Entry Confirmation, together with any other documents required by this Letter of Transmittal, are received by the Exchange Agent within five New York Stock Exchange trading days after the Expiration Date.

        No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive notice of the acceptance of their Private Notes for exchange.

3.     Inadequate Space. If the space provided in the box entitled "Description of Private Notes" above is inadequate, the certificate numbers and principal amounts of the Private Notes being tendered should be listed on a separate signed schedule affixed hereto.

4.     Withdrawals. A tender of Private Notes may be withdrawn at any time prior to the Expiration Date by delivery of written notice of withdrawal (or facsimile thereof) to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal of Private Notes must (i) specify the name of the person who tendered the Private Notes to be withdrawn (the "Depositor"), (ii) identify the Private Notes to be withdrawn (including the certificate number(s) and aggregate principal amount of such Private Notes), and (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Private Notes were tendered (including any required signature guarantees). All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company in its sole discretion, whose determination shall be final and binding on all parties. Any Private Notes so withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Private Notes so withdrawn are validly retendered. Properly withdrawn Private Notes may be retendered by following one of the procedures described in the section of the Prospectus entitled "The Exchange Offer—Procedures for Tendering" at any time prior to the Expiration Date.

5.     Partial Tenders. Tenders of Private Notes will be accepted only in integral multiples of $1,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Private Notes, fill in the principal amount of Private Notes which are tendered for exchange in column (4) of the box entitled "Description of Private Notes," as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Private Notes, will be sent to the Holders unless otherwise indicated in the appropriate box on this Letter of Transmittal as promptly as practicable after the expiration or termination of the Exchange Offer.

6.     Signatures on this Letter of Transmittal, Powers of Attorney and Endorsements.

        (a)   The signature(s) of the Holder on this Letter of Transmittal must correspond with the name(s) as written on the face of the Private Notes without alternation, enlargement or any change whatsoever.

        (b)   If tendered Private Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        (c)   If any tendered Private Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are different registrations or certificates.

        (d)   When this Letter of Transmittal is signed by the Holder listed and transmitted hereby, no endorsements of Private Notes or bond powers are required. If, however, Private Notes not tendered or not accepted, are to be issued or returned in the name of a person other than the Holder, then the Private Notes transmitted hereby must be endorsed or accompanied by a properly completed bond power, in a form satisfactory to the Company, in either case signed exactly as the name(s) of the

10

Holder(s) appear(s) on the Private Notes. Signatures on such Private Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

        (e)   If this Letter of Transmittal or Private Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

        (f)    If this Letter of Transmittal is signed by a person other than the Holder listed, the Private Notes must be endorsed or accompanied by a properly completed bond power, in either case signed by such Holder exactly as the name(s) of the Holder appear(s) on the certificates. Signatures on such Private Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

7.     Transfer Taxes. Except as set forth in this Instruction 7, the Company will pay all transfer taxes, if any, applicable to the exchange of Private Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Private Notes pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the Holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

8.     Special Issuance and Delivery Instructions. If the Exchange Notes are to be issued, or if any Private Notes not tendered for exchange are to be issued or sent to someone other than the Holder or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Private Notes tendering Private Notes by book-entry transfer may request that Private Notes not accepted be credited to such account maintained at DTC as such Holder may designate.

9.     Irregularities. All questions as to the validity, form, eligibility (including time of receipt), compliance with conditions, acceptance and withdrawal of tendered Private Notes will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Private Notes not properly tendered or any Private Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Private Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Private Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Private Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Private Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Private Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

10.   Waiver of Conditions. The Company reserves the absolute right to waive, amend or modify certain of the specified conditions as described under "The Exchange Offer—Conditions to the Exchange Offer" in the Prospectus in the case of any Private Notes tendered (except as otherwise provided in the Prospectus).

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11.   Mutilated, Lost, Stolen or Destroyed Private Notes. Any tendering Holder whose Private Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated herein for further instructions.

12.   Requests for Information or Additional Copies. Requests for information or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal.

IMPORTANT: This Letter of Transmittal (or a facsimile thereof) together with certificates, or confirmation of book-entry or the Notice of Guaranteed Delivery, and all other required documents must be received by the Exchange Agent prior the Expiration Date.

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IMPORTANT INFORMATION

        Under current federal income tax law, a Holder whose tendered Private Notes are accepted for exchange may be subject to backup withholding unless the Holder provides the Company (as payor), through the Exchange Agent, with either (i) such Holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that (A) such Holder is exempt from backup withholding, (B) the Holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (C) the Internal Revenue Service has notified the Holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption from backup withholding. If such Holder is an individual, the TIN is such Holder's social security number. If the Exchange Agent is not provided with the correct taxpayer identification number, the Holder may be subject to certain penalties imposed by the Internal Revenue Service.

        If the Holder tendering outstanding notes is a United States person and does not have a taxpayer identification number such holder should consult the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "Guidelines") for instructions on applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certification of Awaiting Taxpayer Identification Number set forth herein. If the Holder tendering outstanding notes does not provide such Holder's TIN to the exchange agent within 60 days, backup withholding will begin and continue until such Holder furnishes such Holder's TIN to the Exchange Agent. Note: Writing "Applied For" on the form means that the Holder tendering outstanding notes has already applied for a TIN or that such Holder intends to apply for one in the near future.

        Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Exchange Agent a properly completed Internal Revenue Service Form W-8 (which the Exchange Agent will provide upon request) signed under penalty of perjury, attesting to the Holder's exempt status. See the enclosed Guidelines for additional instructions.

        If backup withholding applies, the Company is required to withhold 28% of any payment made to the Holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

        The Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Private Notes. If the Private Notes are held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for additional guidance regarding which number to report.

        Buhrmann US Inc. reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.

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PAYOR'S NAME: THE BANK OF NEW YORK
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social Security Number OR      Employer Identification Number
	Part 2—Certification Under Penalties of Perjury, I certify that:
	(1)	The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me),
Payer's Request for Taxpayer Identification Number (TIN) and Certification	(2)	I am not subject to backup withholding either because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and	Part 3— Awaiting TIN    o
	(3)	I am a U.S. person (including a U.S. resident alien).
	Certification instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

SIGNATURE
DATE

NAME

ADDRESS

CITY
STATE
ZIP CODE

14

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

PAYOR'S NAME: THE BANK OF NEW YORK
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 28% of all reportable payments made to me thereafter will be withheld and remitted to the IRS as backup withholding.

Signature Date

NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer
IMPORTANT INFORMATION
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

EX-99.2

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Exhibit 99.2

Notice of Guaranteed Delivery
With Respect to Tender of
Any and All Outstanding 7⁷/8% Senior Subordinated Notes due 2015
In Exchange For
7⁷/8% Senior Subordinated Notes due 2015
of
BUHRMANN US INC.
Pursuant to the Prospectus dated                        , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2005, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

The Exchange Agent is:
THE BANK OF NEW YORK

By Registered or Certified Mail:
[address]
(      )      -      

Attn: By Facsimile Transmission:
(for eligible institutions only) (      )      -      

Confirm by Telephone:
(      )      -         By Hand/Overnight Delivery:
The Bank of New York
Corporate Trust Operations
Reorganizations Unit
101 Barclay Street—Floor 7E
New York, NY 10286

Attn:

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        As set forth in the prospectus (the "Prospectus") dated                        , 2005 of Buhrmann US Inc. (the "Company") and in the accompanying Letter of Transmittal and instructions thereto (the "Letter of Transmittal"), this form or one substantially equivalent thereto must be used to accept the Company's offer (the "Exchange Offer") to exchange new 7⁷/8% Senior Subordinated Notes due 2015 (the "Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for all of its outstanding 7⁷/8% Senior Subordinated Notes due 2015 (the "Private Notes") if the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, or Private Notes cannot be delivered or if the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution (as defined in the Prospectus) by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus.

        This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to the Company upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Private Notes specified below pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures." By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering Holder of Private Notes set forth in the Letter of Transmittal.

        The undersigned understands that tenders of Private Notes may be withdrawn if the Exchange Agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile transmission or letter which specifies the name of the person who deposited the Private Notes to be withdrawn and the aggregate principal amount of Private Notes delivered for exchange, including the certificate number(s) (if any) of the Private Notes, and which is signed in the same manner as the original signature on the Letter of Transmittal by which the Private Notes were tendered, including any signature guarantees, all in accordance with the procedures set forth in the Prospectus.

        All authority herein conferred or agreed to be conferred shall survive the death, incapacity, or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

2

        The undersigned hereby tenders the Private Notes listed below:

PLEASE SIGN AND COMPLETE

Certificate Numbers of Private Notes
(if Available)

Principal Amount of Private Notes Tendered

Signature(s) of registered holder(s) or Authorized Signatory

  Name(s) (Please Type or Print)

  Title

  Address

  Area Code and Telephone No.

  Date

  If Private Notes will be tendered by book-entry transfer, check the trust company below:

  / /    The Depository Trust Company

  Depository Account No.:

3

GUARANTEE
(Not To Be Used For Signature Guarantee)

        The undersigned, a participant in a recognized Signature Guarantee Medallion Program, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Private Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Private Notes into the Exchange Agent's account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date (as defined in the Prospectus).

SIGN HERE

  Name of Firm:

  Authorized Signature:

  Name (please type or print):

  Address:

  Area Code and Telephone No.:

  Date:

DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR PRIVATE NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

4

INSTRUCTIONS

1.     Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at one of its addresses set forth on the cover hereof prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the Holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the Holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." In all cases, sufficient time should be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be sent to the Company.

2.     Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures. If this Notice of Guaranteed Delivery is signed by the Holder(s) referred to herein, then the signature must correspond with the name(s) as written on the face of the Private Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the Holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a properly completed bond power signed as the name of the Holder(s) appear(s) on the face of the Private Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.     Requests for Assistance or Additional Copies. Questions relating to the Exchange Offer or the procedure for consenting and tendering as well as requests for assistance or for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank or trust company.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS

EX-99.3

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Exhibit 99.3

Letter to DTC Participants Regarding the Offer to Exchange
Any and All Outstanding 7⁷/8% Senior Subordinated Notes due 2015
for
7⁷/8% Senior Subordinated Notes due 2015
of
BUHRMANN US INC.
Pursuant to the Prospectus dated                        , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2005, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

                        , 2005

To Securities Dealers, Commercial Banks
    Trust Companies and Other Nominees:

        Enclosed for your consideration is a Prospectus dated                            , 2005 (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Buhrmann US Inc., a Delaware corporation (the "Company"), to exchange up to $150,000,000 in principal amount of its 7⁷/8% Senior Subordinated Notes due 2015 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 7⁷/8% Senior Subordinated Notes due 2015, issued and sold in a transaction exempt from registration under the Securities Act (the "Private Notes"), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        We are asking you to contact your clients for whom you hold Private Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Private Notes registered in their own name.

        Enclosed are copies of the following documents:

1.

The Prospectus;



2.

The Letter of Transmittal for your use in connection with the tender of Private Notes and for the information of your clients;



3.

The Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Private Notes and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date;



4.

A form of letter that may be sent to your clients for whose accounts you hold Private Notes registered in your name or the name of your nominee, with space provided for obtaining the clients' instructions with regard to the Exchange Offer; and



5.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

        DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2005, unless extended by the Company. We urge you to contact your clients as promptly as possible.

        You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

        Additional copies of the enclosed material may be obtained form the Exchange Agent, at the address and telephone numbers set forth below.

Very truly yours,

THE BANK OF NEW YORK

Corporate Trust Operations
Reorganizations Unit
101 Barclay Street—Floor 7E
New York, NY 10286

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Exchange Agent, or authorize you or any other person to make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.

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Exhibit 99.3

EX-99.4

Exhibit 99.4

Letter to Beneficial Holders Regarding the Offer to Exchange
Any and All Outstanding 7⁷/8% Senior Subordinated Notes due 2015
for
7⁷/8% Senior Subordinated Notes due 2015
of BUHRMANN US INC.
Pursuant to the Prospectus dated                        , 2005

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2005, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

                            , 2005

To Our Clients:

        Enclosed for your consideration is a Prospectus dated                , 2005 (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Buhrmann US Inc., a Delaware corporation (the "Company"), to exchange up to $150,000,000 in principal amount of its 7 ?% Senior Subordinated Notes due 2015 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 7 ?% Senior Subordinated Notes due 2015, issued and sold in a transaction exempt from registration under the Securities Act (the "Private Notes"), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        These materials are being forwarded to you as the beneficial owner of Private Notes carried by us for your account or benefit but not registered in your name. A tender of any Private Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Private Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Private Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish us to tender any or all of your Private Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Private Notes.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Private Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2005. Private Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

        If you wish to have us tender any or all of your Private Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Private Notes held by us and registered in our name for your account or benefit.

INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 7⁷/8% SENIOR SUBORDINATED NOTES DUE 2015
OF BUHRMANN US INC.

        The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you to tender the principal amount of Private Notes indicated below held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.

        The aggregate face amount of the Private Notes held by you for the account of the undersigned is (fill in amount):

        $                        of the Private Notes.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Private Notes held by you for the account of the undersigned (insert principal amount of Private Notes to be tendered, if any):

        $                        of the Private Notes.

        o NOT to TENDER any Private Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Private Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Private Notes, including but not limited to the representations that (i) the undersigned's principal residence is in the state of (fill in state)                        , (ii) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (iii) the undersigned has no arrangement or understanding with any person to participate in the distribution of Exchange Notes, (iv) the undersigned acknowledges that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no action letters (See the section of the Prospectus entitled "The Exchange Offer—Purpose and Effect"), (v) the undersigned understands that a secondary resale transaction described in clause (iv) above and any resales of Exchange Notes obtained by the undersigned in exchange for the Private Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, if applicable, of Regulation S-K of the Commission, (vi) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company, and (vii) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Private Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Private Notes.

2

        The purchaser status of the undersigned is (check the box that applies):

o

A "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act)



o

An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)



o

A non "U.S. person" (as defined in Regulation S under the Securities Act) that purchased the Private Notes outside the United States in accordance with Rule 904 under the Securities Act



o

Other (describe)






SIGN HERE

Name of Beneficial Owner(s):

Signature(s):

Name(s) (please print):

Address:

Principal place of business (if different from address listed above):

Telephone Number(s):

Taxpayer Identification or Social Security Number(s):

Date:

3

EX-99.5

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Exhibit 99.5

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer

        Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the type of number to give the payer.

For this type of account:		Give the NAME and SOCIAL SECURITY number of —	For this type of account:		Give the NAME and EMPLOYER IDENTIFICATION number of —
1.	Individual	The individual	6.	Sole proprietorship	The owner (3)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.	Corporate	The corporation
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)	9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner (1)
5.	Sole proprietorship	The owner (3)	10.	Partnership	The partnership
			11.	A broker or registered nominee	The broker or nominee
			12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agriculture program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

Show the name of the owner. The name of the business or the "doing business as" name may also be entered. Either the social security number or the employer identification number may be used.

(4)

List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on all dividend and interest payments and on broker transactions include the following:

•

An organization exempt from a tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

•

The United States or any agency or instrumentality thereof.

•

A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•

An international organization or any agency or instrumentality thereof.

Other payees that may be exempt from backup withholding include the following:

•

A corporation.

•

A financial institution.

•

A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

•

A real estate investment trust.

•

A common trust fund operated by a bank under Section 584(a).

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A foreign central bank of issue.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A middleman known in the investment community as a nominee or custodian.

•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments Exempt from Backup Withholding

Payments that are not subject to information reporting also are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6045, 6049, 6050A, and 6050N, and the regulations thereunder.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under Section 1441.

•

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•

Payments of patronage dividends where the amount received is not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•

Payments described in Section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under Section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage or student loan interest paid by you.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.

Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28.1% (in 2004) of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)   Penalty for Failure to Furnish Taxpayer Identification Number.

If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)   Civil Penalty for False Information With Respect to Withholding.

If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)   Criminal Penalty for Falsifying Information.

Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4)   Misuse of Taxpayer Identification Numbers

If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

CORRESP