ESSENDANT INC. and EQUINITI TRUST COMPANY, Rights Agent Rights Agreement Dated as of May 17, 2018Rights Agreement • June 8th, 2018 • Essendant Inc • Wholesale-paper & paper products • New York
RIGHTS AGREEMENT, dated as of May 17, 2018 (the “Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Rights Agent”).
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • June 8th, 2018 • Essendant Inc • Wholesale-paper & paper products • New York
This Amendment No. 1 (this “Amendment”) is dated as of May 29, 2018, and amends that certain Rights Agreement, dated as of May 17, 2018, (the “Rights Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement.
SEPARATION AGREEMENT Dated as of April 12, 2018 By and Between GENUINE PARTS COMPANY and RHINO SPINCO, INC.Separation Agreement • June 8th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Separation Agreement (together with the Exhibits, Attachments and Schedules hereto, this “Agreement”) is made as of the 12th day of April, 2018, by and between Genuine Parts Company, a Georgia corporation (“GPC”), and Rhino SpinCo, Inc., a Delaware corporation and wholly-owned Subsidiary of GPC (“SpinCo”). Each of GPC and SpinCo is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
TRANSITION SERVICES AGREEMENT dated as of between GENUINE PARTS COMPANY and S.P. RICHARDS COMPANYTransition Services Agreement • June 8th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [•], 2018 between Genuine Parts Company, a Georgia corporation (“Service Provider”), and S.P. Richards Company, a Georgia corporation (“Service Recipient”). Service Provider and Service Recipient are herein referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Separation Agreement (as defined below) or the Merger Agreement (as defined below), as applicable.
TAX MATTERS AGREEMENT BY AND AMONG GENUINE PARTS COMPANY, RHINO SPINCO, INC., AND ESSENDANT, INC., DATED AS OF APRIL 12, 2018Tax Matters Agreement • June 8th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of April 12, 2018, is entered into by and among Genuine Parts Company, a Georgia corporation (“GPC”), Rhino SpinCo, Inc., a Delaware corporation and a wholly owned Subsidiary of GPC (“SpinCo”), and Essendant, Inc., a Delaware corporation (“RMT Parent”) (collectively, the “Parties”). Any capitalized term used herein without definition shall have the meaning given to it in the Separation Agreement, dated as of the date hereof, by and among GPC and SpinCo (as such agreement may be amended from time to time, the “Separation Agreement”).
SUPPLY CHAIN TRANSITION SERVICES AGREEMENT dated as of between [GPC SERVICES, LLC] and S.P. RICHARDS COMPANYSupply Chain Transition Services Agreement • June 8th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
SUPPLY CHAIN TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [●], 2018 between [GPC Services, LLC], a Delaware limited liability company (“Service Provider”), and S.P. Richards Company, a Georgia corporation (“Service Recipient”). Service Provider and Service Recipient are herein referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Separation Agreement (as defined below) or the Merger Agreement (as defined below), as applicable.
