FORM OF TAX RECEIVABLE AGREEMENT by and among XPEDX HOLDING COMPANY and UWW HOLDINGS, LLC Dated as of [ ]Tax Receivable Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], is hereby entered into by and among xpedx Holding Company, a Delaware corporation (“Spinco”) and UWW Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the “Representative”).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [—], between International Paper Company, a New York corporation (“IP”), and xpedx Holding Company, a Delaware corporation (“Spinco” and, together with IP, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, XPEDX INTERMEDIATE, LLC, XPEDX, LLC, UWW HOLDINGS, LLC, UWW HOLDINGS, INC. and UNISOURCE WORLDWIDE, INC. Dated as of January 28, 2014Merger Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2014 (this “Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a direct, wholly-owned Subsidiary of IP (“Spinco”), xpedx Intermediate, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx Intermediate”), xpedx, LLC, a New York limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), UWW Holdings, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the UWWH Stockholder (“UWWH”), and Unisource Worldwide, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of UWWH (“Unisource” and together with IP, Spinco, xpedx Intermediate, xpedx, the UWWH Stockholder and UWWH, the “Parties” and each, a “Party”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, UWW HOLDINGS, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VI AND ARTICLE X, UWW HOLDINGS, LLC DATED AS OF January 28, 2014Contribution and Distribution Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and between International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly-owned subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”), and, solely for purposes of ARTICLE VI and ARTICLE X, UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder” and, together with IP, Spinco and UWWH, the “Parties”).
