FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • June 11th, 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 Veritiv Corporation, a Delaware corporation (“Spinco” and, together with IP, the “Parties”).
VERITIV CORPORATION DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 11th, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this day of , 2014, by and between Veritiv Corporation, a Delaware corporation (the “Corporation”), and (“Indemnitee”).
FORM OF U.S. GUARANTEE AND COLLATERAL AGREEMENT made by XPEDX INTERMEDIATE, LLC, (which on the effective date shall be merged with and into Unisource Worldwide, Inc., with Unisource Worldwide, Inc. surviving such merger), VERITIV CORPORATION, the...Guarantee and Collateral Agreement • June 11th, 2014 • Veritiv Corp • Wholesale-paper & paper products • New York
WHEREAS, pursuant to that certain ABL Credit Agreement, dated as of the date hereof (as amended, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or any successor agreements, the “ABL Credit Agreement”), among the Parent Borrower, the OpCo Borrower, the Subsidiary Borrowers, the Administrative Agent, the ABL Collateral Agent and the other parties party thereto, the Lenders (as defined in subsection 1.1) have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
FORM OF ABL CREDIT AGREEMENT among XPEDX INTERMEDIATE, LLC, (which on the Effective Date shall be merged with and into Unisource Worldwide, Inc., with Unisource Worldwide, Inc. surviving such merger), as the Parent Borrower, THE OTHER BORROWERS FROM...Intercreditor Agreement • June 11th, 2014 • Veritiv Corp • Wholesale-paper & paper products • New York
ABL CREDIT AGREEMENT, dated as of July [—], 2014, among xpedx Intermediate, LLC, a Delaware limited liability company (as further defined in subsection 1.1, the “Parent Borrower”), xpedx, LLC, a New York limited liability company and a direct, wholly-owned Subsidiary of International Paper (the “OpCo Borrower”), and each Subsidiary Borrower of the Parent Borrower party hereto from time to time (as further defined in subsection 1.1, and, together with the Parent Borrower, the OpCo Borrower and the Canadian Borrower, being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “ABL Collateral Agent”), Bank of America, N.A., as a
FORM OF CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by UNISOURCE CANADA, INC. and the Canadian Guarantors, in favour of BANK OF AMERICA, N.A., as Administrative Agent and as ABL Collateral Agent Dated as of July [—], 2014Guarantee and Collateral Agreement • June 11th, 2014 • Veritiv Corp • Wholesale-paper & paper products • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July [—], 2014, made by UNISOURCE CANADA, INC., a Canadian amalgamated corporation (the “Canadian Borrower”) and certain Canadian Subsidiaries of the Parent Borrower (as described below) from time to time party hereto (the “Canadian Guarantors”), in favour of BANK OF AMERICA, N.A., as ABL Collateral Agent (in such capacity, the “ABL Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time party to the ABL Credit Agreement (as described below).
