FORM OF TAX RECEIVABLE AGREEMENT by and among XPEDX HOLDING COMPANY and UWW HOLDINGS, LLC Dated as of [ ]Tax Receivable Agreement • June 5th, 2014 • Veritiv Corp • 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 AGREEMENTForm of Transition Services Agreement • June 5th, 2014 • Veritiv Corp • 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”).
AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products
This Amendment is made effective as of June 2nd, 2014 to the Employee Matters Agreement (the “Agreement”) dated January 28, 2014 by and between International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation and wholly owned subsidiary of IP (“Spinco”) and UWW Holdings, Inc., a Delaware corporation (“UWWH”) (collectively, the “Parties”).
AMENDMENT NO. 1 TO THE CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products
This AMENDMENT NO. 1, dated as of May 28, 2014 (this “Amendment”), to the Contribution and Distribution Agreement, dated as of January 28, 2014 (the “Distribution Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation (“Spinco”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Distribution Agreement.
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERTax Receivable Agreement • June 5th, 2014 • Veritiv Corp • 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”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products
This AMENDMENT NO. 1, dated as of May 28, 2014 (this “Amendment”), to the Agreement and Plan of Merger, dated as of January 28, 2014 (the “Merger Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation (“Spinco”), xpedx Intermediate, LLC, a Delaware limited liability company (“xpedx Intermediate”), xpedx, LLC, a New York limited liability company (“xpedx”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), UWW Holdings, Inc., a Delaware corporation (“UWWH”), and Unisource Worldwide, Inc., a Delaware corporation (“Unisource”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Merger Agreement.
