SYLVAMO CORPORATION as Issuer INTERNATIONAL PAPER COMPANY as guarantor INDENTURE Dated as of September 3, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 7.000% Senior Notes due 2029Indenture • September 3rd, 2021 • Sylvamo Corp • Paper mills • New York
INDENTURE, dated as of September 3, 2021, as amended or supplemented from time to time (this “Indenture”), among SYLVAMO CORPORATION, a Delaware corporation, INTERNATIONAL PAPER COMPANY, a New York corporation, the Subsidiary Guarantors from time to time parties hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (in such capacity, the “Trustee”).
AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTYReceivables Financing Agreement • August 1st, 2024 • Sylvamo Corp • Paper mills • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 30, 2022, by and among the following parties:
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO CORPORATION DATED AS OF SEPTEMBER 29, 2021Separation and Distribution Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2021 (this “Agreement”), is by and between International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CREDIT EXTENSION AMENDMENT AND AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • March 10th, 2023 • Sylvamo Corp • Paper mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 13, 2021, among SYLVAMO CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
REGISTRATION RIGHTS AGREEMENT dated as of September 30, 2021 between Sylvamo Corporation and International Paper CompanyRegistration Rights Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • New York
This Registration Rights Agreement, dated as of September 30, 2021 (this “Agreement”), is between Sylvamo Corporation, a Delaware corporation (the “Company”), and International Paper Company, a New York corporation (“International Paper”).
CREDIT AGREEMENT dated as of July 31, 2024 among SYLVAMO CORPORATION, as the Borrower, COBANK, ACB, as the Administrative Agent, and The Lenders Party Hereto COBANK, ACB and FARM CREDIT MID-AMERICA, PCA, as Joint Lead Arrangers and Joint BookrunnersCredit Agreement • August 1st, 2024 • Sylvamo Corp • Paper mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2024 among SYLVAMO CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and COBANK, ACB, as the Administrative Agent.
RIGHTS AGREEMENT Dated as of April 22, 2022 between SYLVAMO CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • April 22nd, 2022 • Sylvamo Corp • Paper mills • Delaware
This Rights Agreement (this “Agreement”), dated as of April 22, 2022, is between Sylvamo Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
SUPPLY AND OFFTAKE AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO NORTH AMERICA, LLC DATED AS OF SEPTEMBER 30, 2021Supply and Offtake Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Supply and Offtake Agreement (“Agreement”), dated as of September 30, 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”):
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Delaware
Indemnification Agreement (this “Agreement”), dated the date set forth on the signature page hereof, between Sylvamo Corporation, a Delaware corporation (the “Company”) and the director whose name appears on the signature page hereof (“Indemnitee”).
EMPLOYEE MATTERS AGREEMENT by and between INTERNATIONAL PAPER COMPANY (“Parent”) and SYLVAMO CORPORATION (“SpinCo”) dated as of September 30, 2021Employee Matters Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Employee Matters Agreement (together with all exhibits, schedules, appendices and annexes hereto, this “Agreement”), dated as of September 30, 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.
LONG-TERM INCENTIVE PLAN AWARD AGREEMENT TERMS AND CONDITIONSLong-Term Incentive Plan Award Agreement • February 21st, 2024 • Sylvamo Corp • Paper mills
This Long-Term Incentive Plan Award Agreement is made between you, the Participant, and Sylvamo Corporation, a Delaware corporation (the “Company”), by direction of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”). This award (“Award”) is subject to the provisions of the 2021 Sylvamo Corporation Incentive Compensation Plan (the “Plan”). Terms not defined herein are defined in the Plan. Your acceptance of the Award and the Terms and Conditions described in this Award Agreement will be executed online with Morgan Stanley’s StockPlan Connect.
TAX MATTERS AGREEMENT INTERNATIONAL PAPER COMPANY ANDTax Matters Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Tax Matters Agreement, dated as of September 30, 2021 (this “Agreement”), is by and between, International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”).
FIBER PURCHASE AGREEMENT by and among INTERNATIONAL PAPER COMPANY and SYLVAMO NORTH AMERICA, LLC Dated as of September 1, 2021Fiber Purchase Agreement • September 3rd, 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 September 1, 2021 (the “Effective Date”).
BRAZIL PAYMENT AGREEMENTBrazil Payment Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This BRAZIL PAYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2021, is by and among International Paper Investments (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité limitée) organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office and principal place of business at 6, rue Gabriel Lippmann, Parc d’Activité Syrdall 2, Münsbach, L-5365 Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 90.703 (“IP”), Sylvamo Papers Holding S.à r.l., a private limited liability company (société à responsabilité limitée) organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office and principal place of business at 6 rue Gabriel Lippmann, Parc d’Activité Syrdall 2, 5365 Münsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B218883, and wholly owned, indirect
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 [***] RECYCLABLE...Recyclable Material Master Purchase Agreement • September 3rd, 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.
COOPERATION AGREEMENTCooperation Agreement • February 15th, 2023 • Sylvamo Corp • Paper mills • Delaware
This Cooperation Agreement, dated as of February 14, 2023 (this “Agreement”), is by and among Sylvamo Corporation (the “Company”) and the persons and entities set forth on Schedule A hereto (the “Atlas Group,” and, for clarity and as applicable, including each member thereof acting individually).
RETAINED INTELLECTUAL PROPERTY LICENSE AGREEMENTRetained Intellectual Property License Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Retained Intellectual Property License Agreement (this “Agreement”) dated as of September 30, 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”).
RETAINED COPYRIGHT LICENSE AGREEMENTRetained Copyright License Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Retained Copyright License Agreement (this “Agreement”) dated as of September 30, 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”).
TRANSFERRED INTELLECTUAL PROPERTY LICENSE AGREEMENTTransferred Intellectual Property License Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Transferred Intellectual Property License Agreement (this “Agreement”) dated as of September 30, 2021, is made by and between Global Holdings II, Inc., a Delaware corporation (“Licensor”), and International Paper Company, a New York corporation (“Licensee”).
TEMPORARY OCCUPANCY AGREEMENTTemporary Occupancy Agreement • September 3rd, 2021 • Sylvamo Corp • Paper mills • Tennessee
This Temporary Occupancy Agreement (this “Agreement”) is made and entered into effective as of the 1st day of September, 2021 (“Effective Date”) by and between International Paper Company, a New York corporation (“OWNER”), and Sylvamo North America, LLC, a Tennessee limited liability company (“OCCUPANT”), on the following terms:
TRANSITION SERVICES AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO CORPORATION DATED AS OF SEPTEMBER 30, 2021Transition Services Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS AGREEMENT (this “Agreement”) is made as of September 30, 2021, 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).
TAX-EXEMPT BOND AGREEMENTTax-Exempt Bond Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this 30th day of September, 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 [***] NET LEASENet Lease • September 3rd, 2021 • Sylvamo Corp • Paper mills • California
THIS LEASE, entered into as of this 1st day of September, 2021 for reference purposes, is by and between International Paper Company, a New York corporation, hereinafter referred to as “Landlord”, and Sylvamo North America, LLC, a Tennessee limited liability company, hereinafter referred to as “Tenant”.
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Transitional Trademark License Agreement (the “Agreement”) is made and entered into by and between International Paper Company, a New York, United States of America corporation having an office at 6400 Poplar Avenue, Memphis, Tennessee 38197 (hereinafter referred to as “Licensor”) and Global Holdings II, Inc., a Delaware, United States of America corporation having an office at 6400 Poplar Avenue, Memphis, Tennessee 38197, and its Affiliates (hereinafter referred to as “Licensee”). “Parties” refers to Licensor and Licensee jointly. “Party” refers to Licensor or Licensee individually.
TAX-EXEMPT BOND AGREEMENTTax-Exempt Bond Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this 30th day of September, 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”).
RETAINED KNOW-HOW AND TECHNOLOGY LICENSE AGREEMENTRetained Know-How and Technology License Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Retained Know-How and Technology License Agreement (this “Agreement”) dated as of September 30, 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.
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, AMENDMENT TO THE GUARANTY AGREEMENT AND AMENDMENT TO THE U.S. SECURITY AND PLEDGE AGREEMENT dated as of July 31, 2024 among SYLVAMO CORPORATION, as the Borrower, THE GUARANTORS PARTY HERETO, BANK OF AMERICA,...Credit Agreement • August 1st, 2024 • Sylvamo Corp • Paper mills • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 13, 2021 among SYLVAMO CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
TAX-EXEMPT BOND AGREEMENTTax-Exempt Bond Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this 30th day of September, 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”).
SYLVAMO CORPORATION, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE Dated as of March 10, 2023 to Indenture Dated as of September 3, 2021Supplemental Indenture • March 10th, 2023 • Sylvamo Corp • Paper mills • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 10, 2023, between SYLVAMO CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”), under the Indenture, dated as of September 3, 2021, as supplemented and amended to date (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture.
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 [***] SUPPLY AGREEMENTSupply Agreement • September 3rd, 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”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 15th, 2023 • Sylvamo Corp • Paper mills
Amendment No. 1, dated as of February 14, 2023 (this “Amendment”), to the Rights Agreement, dated as of April 22, 2022 (the “Rights Agreement”), between Sylvamo Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
PURCHASE AND SALE AGREEMENT Dated as of September 30, 2022 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, SYLVAMO NORTH AMERICA, LLC, as Servicer, and SYLVAMO RECEIVABLES, LLC, as BuyerPurchase and Sale Agreement • October 3rd, 2022 • Sylvamo Corp • Paper mills • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 30, 2022 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), SYLVAMO NORTH AMERICA, LLC, a Delaware limited liability company (“Sylvamo North America”), as initial Servicer (as defined below), and SYLVAMO RECEIVABLES, LLC, a Delaware limited liability company (the “Buyer”).
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...Global Sourcing Agreement • July 13th, 2021 • Sylvamo Corp • 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”,
TERMINATION AGREEMENT for the SUPPLY AND OFFTAKE AGREEMENT (GEORGETOWN) by and between INTERNATIONAL PAPER COMPANY and SYLVAMO NORTH AMERICA, LLCTermination Agreement • October 31st, 2024 • Sylvamo Corp • Paper mills • Delaware
This Termination Agreement (“Agreement”), dated October 30, 2024 (the “Effective Date”) is made by and between SYLVAMO NORTH AMERICA, LLC, a Delaware limited liability company (“Sylvamo”), and INTERNATIONAL PAPER COMPANY, a New York corporation (“IP” and, together with Sylvamo, the “Parties”):
PERFORMANCE GUARANTYPerformance Guaranty • October 3rd, 2022 • Sylvamo Corp • Paper mills • New York
This PERFORMANCE GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of September 30, 2022, is made by SYLVAMO CORPORATION, a Delaware corporation (“Sylvamo”), as performance guarantor (the “Performance Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent (the “Administrative Agent”) for the benefit of the Secured Parties (and their assigns) under the Receivables Financing Agreement (as defined below).
