FORM OF REGISTRATION RIGHTS AGREEMENT dated as of between Sylvamo Corporation and International Paper CompanyRegistration Rights Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • New York
This Registration Rights Agreement, dated as of [•], 2021 (this “Agreement”), is between Sylvamo Corporation, a Delaware corporation (the “Company”), and International Paper Company, a New York corporation (“International Paper”).
FORM OF SUPPLY AND OFFTAKE AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO NORTH AMERICA, LLC DATED AS OF [•], 2021Supply and Offtake Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Delaware
This Supply and Offtake Agreement (“Agreement”), dated as of [•], 2021 (the “Effective Date”) is made by and between INTERNATIONAL PAPER COMPANY, a New York corporation (“IP”), and SYLVAMO NORTH AMERICA, LLC, a Delaware limited liability company (“Sylvamo” and, together with IP, the “Parties”):
FORM OF EMPLOYEE MATTERS AGREEMENT by and between INTERNATIONAL PAPER COMPANY (“Parent”) and SYLVAMO CORPORATION (“SpinCo”) dated as of [•], 2021Employee Matters Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Delaware
This Employee Matters Agreement (together with all exhibits, schedules, appendices and annexes hereto, this “Agreement”), dated as of [•], 2021 is by and between International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.
FORM OF RETAINED COPYRIGHT LICENSE AGREEMENTLicense Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills
This Retained Copyright License Agreement (this “Agreement”) dated as of [•], 2021 (“Effective Date”) , is made by and between International Paper Company, a New York corporation (“Licensor”), and Global Holdings II, Inc, a Delaware corporation (“Licensee”).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO CORPORATION DATED AS OF [•], 2021Transition Services Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [●], between International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Separation and Distribution Agreement (as defined below).
FORM OF FIBER PURCHASE AGREEMENT by and among INTERNATIONAL PAPER COMPANY and SYLVAMO NORTH AMERICA, LLC Dated as of [●], 2021Form of Fiber Purchase Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Tennessee
THIS FIBER PURCHASE AGREEMENT (this “Agreement”), is entered into by and between International Paper Company, a New York corporation (“IP”) and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”) and shall become effective as of [●], 2021 (the “Effective Date”).
FORM OF RETAINED KNOW-HOW AND TECHNOLOGY LICENSE AGREEMENTLicense Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills
This Retained Know-How and Technology License Agreement (this “Agreement”) dated as of [•], 2021 (“Effective Date”), is made by and between International Paper Company, a New York corporation (“Licensor”), and Global Holdings II, Inc, a Delaware corporation (“Licensee”). “Parties” refers to Licensor and Licensee jointly. “Party” refers to Licensor or Licensee individually.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***] FORM OF RECYCLABLE...Master Purchase Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Tennessee
This Statement of Work (“SOW”), between the International Paper Company (“International Paper” or “Buyer”) and Sylvamo North America, LLC (“Seller”) is entered into and made a part of the Recyclable Material Master Purchase Agreement (the “Agreement”) between International Paper and Seller, dated 9/1/2021. Any capitalized term not defined in this SOW has the meaning attributed to it in the Agreement. To the extent that any terms of this SOW conflict with any of the terms of the Agreement, the terms of the SOW explicitly supersede the terms in the Agreement. The parties may negotiate and execute additional SOWs as agreed.
FORM OF RETAINED INTELLECTUAL PROPERTY LICENSE AGREEMENTLicense Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills
This Retained Intellectual Property License Agreement (this “Agreement”) dated as of [•], 2021 (“Effective Date”), is made by and between International Paper Company, a New York corporation (“Licensor”), and Global Holdings II, Inc, a Delaware corporation (“Licensee”).
FORM OF TAX-EXEMPT BOND AGREEMENTForm of Tax-Exempt Bond Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this [____] day of [ ], 2021 (the “Effective Date”), by and between International Paper Company, a New York corporation (“International Paper”), and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”).
FORM OF TRANSFERRED INTELLECTUAL PROPERTY LICENSE AGREEMENTLicense Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills
This Transferred Intellectual Property License Agreement (this “Agreement”) dated as of [•], 2021, is made by and between Global Holdings II, Inc, a Delaware corporation (“Licensor”), and International Paper Company, a New York corporation (“Licensee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***] GLOBAL SOURCING...Sylvamo Corp • July 13th, 2021 • Paper mills
Papeteries d’Espaly. a private limited liability company governed by the laws of France, with a share capital of 2 947 836,63 EUR, with its registered office at Espaly - 43000 Le Puy and registered under number 585 950 298 RCS Le Puy en Velay hereinafter referred to as “Supplier”,
FORM OF TAX-EXEMPT BOND AGREEMENTFinancing Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this [____] day of [ ], 2021 (the “Effective Date”), by and between International Paper Company, a New York corporation (“International Paper”), and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***] FORM OF SUPPLY...Form of Supply Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills
This Supply Agreement (“Agreement”) is made as of September 1, 2021 by and between Sylvamo North America, LLC, a Delaware Company, with corporate offices located in Memphis TN (“Buyer”) and International Paper Company, a New York corporation with corporate offices located at 6400 Poplar Avenue, Memphis, TN 38197 (“Seller”).
FORM OF TAX-EXEMPT BOND AGREEMENTForm of Tax-Exempt Bond Agreement • July 13th, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this [____] day of [ ], 2021 (the “Effective Date”), by and between International Paper Company, a New York corporation (“International Paper”), and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”).
