BRAZIL PAYMENT AGREEMENT
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 dActivité 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 dActivité Syrdall 2, 5365 Münsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B218883, and wholly owned, indirect Subsidiary of Sylvamo Corporation (Sylvamo Sub), and Sylvamo North America, LLC (the Guarantor) (each a Party and together, the Parties).
WHEREAS, Sylvamo Sub is a wholly owned, indirect Subsidiary of International Paper Company and has indirect economic ownership of the Brazil Lands;
WHEREAS, following the separation and distribution of Sylvamo Corporation (Sylvamo) from International Paper Company pursuant to a Separation and Distribution Agreement, dated as of September 29, 2021, by and between Sylvamo and International Paper Company (the Separation Agreement), Sylvamo Sub will no longer be a wholly owned, indirect Subsidiary of International Paper Company;
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions on which Sylvamo Sub will make certain payments to IP upon the Transfer of the Brazil Property.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as set forth herein.
1. Definitions. The following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:
Affiliate has the meaning ascribed to it in the Separation Agreement.
Agreement has the meaning ascribed to it in the preamble of this Agreement.
Appurtenances means all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, public places, vaults, sewer rights, timber, timber rights, minerals, mineral rights, water, water courses, water rights and powers, parking areas, conservation areas, parks, air rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Brazil Lands and the Improvements.