EXHIBIT (d)(1) AGREEMENT AND PLAN OF MERGER by and among TEMPLE-INLAND INC., TEMPLE-INLAND ACQUISITION CORPORATION and GAYLORD CONTAINER CORPORATION Dated as of January 21, 2002 TABLE OF CONTENTSAgreement and Plan of Merger • January 22nd, 2002 • Temple Inland Inc • Paperboard mills • Delaware
WITNESSETHStock Option Agreement • January 22nd, 2002 • Temple Inland Inc • Paperboard mills • Delaware
EXHIBIT 1 Temple-Inland Inc. 7.875% Notes due 2012 Underwriting AgreementTemple Inland Inc • May 6th, 2002 • Paperboard mills • New York
ARTICLE IV RELATED AND ADDITIONAL AGREEMENTS 4.1 Fiber Supply Agreement 21 4.2 Parent Guarantee 21Asset Purchase Agreement • October 6th, 1999 • Temple Inland Inc • Paperboard mills • New York
b) On the Effective Date, the Registration Statement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will,...Temple Inland Inc • December 6th, 2005 • Paperboard mills • New York
ANDPledge Agreement • May 6th, 2002 • Temple Inland Inc • Paperboard mills • New York
WITNESSETHStockholders Agreement • January 22nd, 2002 • Temple Inland Inc • Paperboard mills • Delaware
CREDIT AGREEMENT Dated as of June 25, 2010 among TEMPLE-INLAND INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender and L/C Issuer, CITIBANK, N.A., as Syndication Agent and as a Lender, JPMORGAN CHASE BANK, N.A., and THE...Credit Agreement • June 25th, 2010 • Temple Inland Inc • Paperboard mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 25, 2010, among TEMPLE-INLAND INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated May 7, 2004 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and Doyle R. Simons (the "Executive"). WHEREAS, Temple- Inland considers it...Change in Control Agreement • August 12th, 2004 • Temple Inland Inc • Paperboard mills • Texas
Temple-Inland Inc. U.S. $500,000,000 Medium-Term Notes, Series F Due Nine Months of More From Date of Issue Selling Agency AgreementTemple Inland Inc • June 2nd, 1998 • Paperboard mills • New York
CREDIT AGREEMENT Dated as of March 1, 2002Credit Agreement • March 8th, 2002 • Temple Inland Inc • Paperboard mills • New York
AGREEMENT AND PLAN OF MERGER by and among TEMPLE-INLAND INC., TEMPLE-INLAND ACQUISITION CORPORATION and GAYLORD CONTAINER CORPORATION Dated as of September 27, 2001 TABLE OF CONTENTSAgreement and Plan of Merger • September 28th, 2001 • Temple Inland Inc • Paperboard mills • Delaware
1 EXHIBIT 10.21 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and between Inland Paperboard and Packaging, Inc., a Delaware corporation (the "Company") and Dale E. Stahl (the "Employee"), effective as of July 1, 2000....Employment Agreement • March 5th, 2001 • Temple Inland Inc • Paperboard mills • Indiana
Page Number Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 11 Section 6. Transfer, Split Up, Combination...Rights Agreement • June 7th, 2011 • Temple Inland Inc • Paperboard mills • Delaware
We refer to the date when the Rights become exercisable as the “Distribution Date.” Until that date, the common stock certificates will also evidence the Rights, and any transfer of shares of common stock will constitute a transfer of Rights. After that date, the Rights will separate from the common stock and be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person are void and may not be exercised.
ANDPurchase Contract Agreement • May 6th, 2002 • Temple Inland Inc • Paperboard mills • New York
1 EXHIBIT 10.29 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and Jack C. Sweeny (the "Executive"). WHEREAS, Temple-Inland...Change in Control Agreement • March 5th, 2001 • Temple Inland Inc • Paperboard mills • Texas
CREDIT AGREEMENT Dated as of June 25, 2010 among TEMPLE-INLAND INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender and L/C Issuer, CITIBANK, N.A., as Syndication Agent and as a Lender, JPMORGAN CHASE BANK, N.A., and THE...Assignment and Assumption • August 9th, 2010 • Temple Inland Inc • Paperboard mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 25, 2010, among TEMPLE-INLAND INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENTThe Stockholders Agreement • December 3rd, 2001 • Temple Inland Inc • Paperboard mills
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills • Texas
THIS AGREEMENT, dated November 7, 2008 (the “Effective Date”), is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Dennis J. Vesci (the “Executive”).
WITNESSETH:Remarketing Agreement • May 6th, 2002 • Temple Inland Inc • Paperboard mills • New York
1 EXHIBIT 10.25 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and Bart J. Doney (the "Executive"). WHEREAS, Temple-Inland...Change in Control Agreement • March 5th, 2001 • Temple Inland Inc • Paperboard mills • Texas
Separation Agreement and Release of Claims This Agreement is entered into between Dale E. Stahl ("Mr. Stahl") and Inland Paperboard and Packaging, Inc. (together with its parent and affiliated entities, the "Company"). In consideration of their mutual...Separation Agreement and Release of Claims • November 12th, 2003 • Temple Inland Inc • Paperboard mills • Indiana
EXHIBIT 10.24 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and Harold C. Maxwell (the "Executive"). WHEREAS,...Change in Control Agreement • March 5th, 2001 • Temple Inland Inc • Paperboard mills • Texas
EXHIBIT 10.34 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and Doyle R. Simons (the "Executive"). WHEREAS, Temple-Inland...Change in Control Agreement • March 5th, 2001 • Temple Inland Inc • Paperboard mills • Texas
1 EXHIBIT 10.35 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and David W. Turpin (the "Executive"). WHEREAS,...Change in Control Agreement • March 5th, 2001 • Temple Inland Inc • Paperboard mills • Texas
CREDIT AGREEMENT Dated as of July 28, 2005 among TEMPLE-INLAND INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender and L/C Issuer, CITIBANK, N.A. and THE TORONTO DOMINION BANK, as Co-Syndication Agents and as Lenders, BNP...Credit Agreement • August 1st, 2005 • Temple Inland Inc • Paperboard mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 28, 2005, among TEMPLE-INLAND INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
TERM LOAN AGREEMENT Dated as of December 3, 2007 Among TIN TIMBER FINANCING, LLC and the LENDERS party hereto and CITIBANK, N.A. and CITICORP NORTH AMERICA, INC.Term Loan Agreement • December 4th, 2007 • Temple Inland Inc • Paperboard mills • New York
TIN Timber Financing, LLC, a Delaware limited liability company (the “Borrower”), CAFCO, LLC , a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, CRC FUNDING, LLC, a Delaware limited liability company, CIESCO, LLC, a Delaware limited liability company, CITIBANK, N.A., and CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as agent (the “Agent”) for the Lenders (as defined herein), agree as follows:
BY AND AMONGTermination Agreement • November 13th, 1995 • Temple Inland Inc • Paperboard mills • Texas
TAX MATTERS AGREEMENT by and among TEMPLE-INLAND INC., FORESTAR REAL ESTATE GROUP INC., and GUARANTY FINANCIAL GROUP INC. Dated as of December 11, 2007Tax Matters Agreement • December 11th, 2007 • Temple Inland Inc • Paperboard mills • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of December 11, 2007 by and among Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), Forestar Real Estate Group Inc., a Delaware corporation (“Forestar”), and Guaranty Financial Group Inc., a Delaware Corporation (“Guaranty”); each a “Party” and collectively, the “Parties.”
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills
THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”), dated as of August 7, 2009, is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Larry C. Norton (the “Executive”).
ContractTerm Loan Agreement • November 7th, 2011 • Temple Inland Inc • Paperboard mills
Rights Agreement Rights Agreement, dated as of February 20, 1999 (the "Agreement") between Temple-Inland Inc., a Delaware corporation (the "Company") and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). W I T N E S S E T...Rights Agreement • February 19th, 1999 • Temple Inland Inc • Paperboard mills • Delaware
EXHIBIT 10.24 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and J. Bradley Johnston (the "Executive"). WHEREAS,...Change in Control Agreement • March 20th, 2003 • Temple Inland Inc • Paperboard mills • Texas
TEMPLE-INLAND INC. NONQUALIFIED STOCK OPTION AGREEMENTTemple-Inland • February 27th, 2008 • Temple Inland Inc • Paperboard mills • Texas
This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation (“Temple-Inland”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as a salaried employee of Temple-Inland or one of its Affiliates. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Temple-Inland and the Employee hereby agree as follows:
TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENTPerformance Stock Units Agreement • March 8th, 2006 • Temple Inland Inc • Paperboard mills • Texas
This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation (“Temple-Inland”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Temple-Inland or an Affiliate. In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Temple-Inland and the Employee hereby agree as follows:
