FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO CORPORATION DATED AS OF [ ], 2021Separation and Distribution Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 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.
FORM OF SUPPLY AND OFFTAKE AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO NORTH AMERICA, LLC DATED AS OF [•], 2021Supply and Offtake Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Delaware
This Supply and Offtake Agreement (“Agreement”), dated as of [•], 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”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between INTERNATIONAL PAPER COMPANY (“Parent”) and SYLVAMO CORPORATION (“SpinCo”) dated as of [•], 2021Employee Matters Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Delaware
This Employee Matters Agreement (together with all exhibits, schedules, appendices and annexes hereto, this “Agreement”), dated as of [•], 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.
FORM OF] TAX MATTERS AGREEMENT INTERNATIONAL PAPER COMPANY ANDTax Matters Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Delaware
This Tax Matters Agreement, dated as of [ ], 2021 (this “Agreement”), is by and between, International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”).
FORM OF FIBER PURCHASE AGREEMENT by and among INTERNATIONAL PAPER COMPANY and SYLVAMO NORTH AMERICA, LLC Dated as of [●], 2021Fiber Purchase Agreement • August 9th, 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 [●], 2021 (the “Effective Date”).
FORM OF BRAZIL PAYMENT AGREEMENTBrazil Payment Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Delaware
This BRAZIL PAYMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among International Paper Investments (Luxembourg) S.à r.l., a Luxembourg société à responsibilité limitée (“IP”), IP Papers Holdings S.à r.l., a Luxembourg société à responsibilité limitée and wholly owned, indirect Subsidiary of Sylvamo Corporation (“Sylvamo Sub”), and Sylvamo North America, LLC (the “Guarantor”) (each a “Party” and together, the “Parties”).
FORM OF TEMPORARY OCCUPANCY AGREEMENTTemporary Occupancy Agreement • August 9th, 2021 • Sylvamo Corp • Paper mills • Tennessee
This Temporary Occupancy Agreement (this “Agreement”) is made and entered into effective as of the ___ day of _______________, 20__ (“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:
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 [***] FORM OF NET LEASENet Lease • August 9th, 2021 • Sylvamo Corp • Paper mills • California
THIS LEASE, entered into as of this __ day of _________________________________ 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 Delaware limited liability company hereinafter referred to as “Tenant”.
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • August 9th, 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 [•], and its Affiliates (hereinafter referred to as “Licensee”). “Parties” refers to Licensor and Licensee jointly. “Party” refers to Licensor or Licensee individually.
