SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO CORPORATION DATED AS OF SEPTEMBER 29, 2021Separation and Distribution Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 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.
REGISTRATION RIGHTS AGREEMENT dated as of September 30, 2021 between Sylvamo Corporation and International Paper CompanyRegistration Rights Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • New York
This Registration Rights Agreement, dated as of September 30, 2021 (this “Agreement”), is between Sylvamo Corporation, a Delaware corporation (the “Company”), and International Paper Company, a New York corporation (“International Paper”).
SUPPLY AND OFFTAKE AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO NORTH AMERICA, LLC DATED AS OF SEPTEMBER 30, 2021Supply and Offtake Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Supply and Offtake Agreement (“Agreement”), dated as of September 30, 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”):
EMPLOYEE MATTERS AGREEMENT by and between INTERNATIONAL PAPER COMPANY (“Parent”) and SYLVAMO CORPORATION (“SpinCo”) dated as of September 30, 2021Employee Matters Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Employee Matters Agreement (together with all exhibits, schedules, appendices and annexes hereto, this “Agreement”), dated as of September 30, 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.
TAX MATTERS AGREEMENT INTERNATIONAL PAPER COMPANY ANDTax Matters Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This Tax Matters Agreement, dated as of September 30, 2021 (this “Agreement”), is by and between, International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”).
RETAINED COPYRIGHT LICENSE AGREEMENTLicense Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Retained Copyright License Agreement (this “Agreement”) dated as of September 30, 2021 (“Effective Date”), is made by and between International Paper Company, a New York corporation (“Licensor”), and Global Holdings II, Inc., a Delaware corporation (“Licensee”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY AND SYLVAMO CORPORATION DATED AS OF SEPTEMBER 30, 2021Transition Services Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS AGREEMENT (this “Agreement”) is made as of September 30, 2021, between International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo” and, together with Parent, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Separation and Distribution Agreement (as defined below).
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark • October 1st, 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 6400 Poplar Avenue, Memphis, Tennessee 38197, and its Affiliates (hereinafter referred to as “Licensee”). “Parties” refers to Licensor and Licensee jointly. “Party” refers to Licensor or Licensee individually.
RETAINED KNOW-HOW AND TECHNOLOGY LICENSE AGREEMENTLicense Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills
This Retained Know-How and Technology License Agreement (this “Agreement”) dated as of September 30, 2021 (“Effective Date”), is made by and between International Paper Company, a New York corporation (“Licensor”), and Global Holdings II, Inc., a Delaware corporation (“Licensee”). “Parties” refers to Licensor and Licensee jointly. “Party” refers to Licensor or Licensee individually.
BRAZIL PAYMENT AGREEMENTBrazil Payment Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
This BRAZIL PAYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2021, is by and among International Paper Investments (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité limitée) organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office and principal place of business at 6, rue Gabriel Lippmann, Parc d’Activité Syrdall 2, Münsbach, L-5365 Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 90.703 (“IP”), Sylvamo Papers Holding S.à r.l., a private limited liability company (société à responsabilité limitée) organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office and principal place of business at 6 rue Gabriel Lippmann, Parc d’Activité Syrdall 2, 5365 Münsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B218883, and wholly owned, indirect
RETAINED INTELLECTUAL PROPERTY LICENSE AGREEMENTRetained Intellectual Property • October 1st, 2021 • Sylvamo Corp • Paper mills
This Retained Intellectual Property License Agreement (this “Agreement”) dated as of September 30, 2021 (“Effective Date”), is made by and between International Paper Company, a New York corporation (“Licensor”), and Global Holdings II, Inc., a Delaware corporation (“Licensee”).
TRANSFERRED INTELLECTUAL PROPERTY LICENSE AGREEMENTTransferred Intellectual Property • October 1st, 2021 • Sylvamo Corp • Paper mills
This Transferred Intellectual Property License Agreement (this “Agreement”) dated as of September 30, 2021, is made by and between Global Holdings II, Inc., a Delaware corporation (“Licensor”), and International Paper Company, a New York corporation (“Licensee”).
TAX-EXEMPT BOND AGREEMENTTax-Exempt Bond Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this 30th day of September, 2021 (the “Effective Date”), by and between International Paper Company, a New York corporation (“International Paper”), and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”).
TAX-EXEMPT BOND AGREEMENTTax-Exempt Bond Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this 30th day of September, 2021 (the “Effective Date”), by and between International Paper Company, a New York corporation (“International Paper”), and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”).
TAX-EXEMPT BOND AGREEMENTTax-Exempt Bond Agreement • October 1st, 2021 • Sylvamo Corp • Paper mills • Delaware
THIS TAX-EXEMPT BOND AGREEMENT (this “Agreement”) is made as of this 30th day of September, 2021 (the “Effective Date”), by and between International Paper Company, a New York corporation (“International Paper”), and Sylvamo North America, LLC, a Delaware limited liability company (“Sylvamo”).
