TAX RECEIVABLE AGREEMENT by and among VERITIV CORPORATION and UWW HOLDINGS, LLC Dated as of July 1, 2014Tax Receivable Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 1, 2014, is hereby entered into by and among Veritiv Corporation, 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”).
REGISTRATION RIGHTS AGREEMENT BETWEEN UWW HOLDINGS, LLC AND VERITIV CORPORATION Dated as of July 1, 2014Registration Rights Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
WHEREAS, the Company and the Investor are parties to that certain Agreement and Plan of Merger, dated January 28, 2014, as amended, (the “Merger Agreement”), pursuant to which a wholly-owned subsidiary of the Investor will merge with and into the Company and, in connection therewith, the Investor will receive as consideration shares of common stock of the Company, $0.01 par value per share (“Common Stock”), in a private placement pursuant to Section 4(2) of the Securities Act; and
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 Subsidiary...Assumption and Supplemental Agreement • July 3rd, 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 Holding, 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 the ABL Credit Agreement) have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
UWW HOLDINGS, INC. SEPARATION AND NON-COMPETITION AGREEMENTSeparation and Non-Competition Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
THIS SEPARATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of June 30, 2014 between UWW Holdings, Inc., a Delaware corporation (“UWW”) and Allan R. Dragone, Jr. (“Executive”).
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 1, 2014Guarantee and Collateral Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 1, 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).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
THIS AGREEMENT (this “Agreement”) is made as of July 1, 2014, between International Paper Company, a New York corporation (“IP”), and Veritiv Corporation, a Delaware corporation (“Spinco” and, together with IP, the “Parties”).
ABL CREDIT AGREEMENT among VERITIV CORPORATION, as Holding, 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,...Assumption Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • New York
ABL CREDIT AGREEMENT, dated as of July 1, 2014, among Veritiv Corporation, a Delaware corporation (as further defined in subsection 1.1, “Holding”), 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 (as defined in subsection 1.1) from time to time party hereto (together with the Parent Borrower, the OpCo Borrower and the Canadian Borrower (as defined in subsection 1.1), 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 hereto (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 “Admi
