EX-10.3





 Exhibit 10.3 

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 [***] 
 SUPPLY AGREEMENT 

This Supply Agreement (“Agreement”) is made as of September 1, 2021 by and between Sylvamo North America, LLC, a Delaware Company, with
corporate offices located in Memphis TN (“Buyer”) and International Paper Company, a New York corporation with corporate offices located at 6400 Poplar Avenue, Memphis, TN 38197 (“Seller”). 

WHEREAS, prior to the date hereof Seller, through its North American Container business unit, manufactured and sold corrugated packaging products
(“Products”) to Seller’s North American Papers business unit (the “Papers Business”); and 
 WHEREAS, Seller is spinning off the
Papers Business into a stand-alone, publicly traded company operated under Buyer’s name and marks by Buyer (the “Transaction”); and 

WHEREAS, Buyer will purchase and Seller will to continue to supply Products that were supplied to the Papers Business prior to the close of the Transaction,
as further described herein. 
 NOW, THEREFORE, the parties hereto agree as follows: 

 

					
	CONTRACT ELEMENT	  	 SPECIFICS

	1.	  	Term of Contract	  	Three (3) Years (“Initial Term”). After the Initial Term, the Agreement shall automatically renew for a successive one (1) year term (a “Renewal Term”) unless either party gives written notice of
termination to the other party at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term (the Initial Term and Renewal Term referred to herein as the “Term”).
			
	2.	  	Start Date and End Date	  	September1, 2021 through August 31, 2024
			
	3.	  	Purchase Commitment	  	During the Term of this Agreement, Buyer agrees to purchase 100% of its requirements for the Products identified in the attached Exhibit A from International Paper, including any replacements, modifications or revisions of said
Products (“Replacement Products”). Provided, however, in the event International Paper is unable to manufacture the Replacement Product(s) to meet Buyer’s requirements, Buyer shall be free to purchase said Replacement Product(s) from
an alternate supplier.
			
	4.	  	Prices	  	Initial prices are listed in Exhibit A. Prices may be changed as described below in Section 5.
			
	5.	  	Price changes based on changes in price/ton of linerboard	  	The prices of Products shall increase or decrease by [***] % for every $10/ton movement in the midpoint of the East Coast, open market price for 42# unbleached kraft linerboard as reported in the “Price Watch” section of
Pulp & Paper Week (“PPW”). The benchmark price for calculating a change in the price of linerboard shall be $[***]/ton for the initial adjustment and thereafter the baseline will be the midpoint of the East Coast open market price
as of the immediately prior price adjustment under this Agreement. Price change is made quarterly (Jan 1, April 1, July 1 and Oct 1) based on PPW price publication for the 2nd month for
the prior quarter (i.e., Nov for Jan 1, Feb for April 1, May for July 1, August for October 1). Price changes will be implemented with shipments. $20 per ton min trigger (cumulative)
			
	6.	  	Payment Terms	  	Net 30 days from date of invoice
			
	7.	  	Minimum order	  	Full or mixed full truckload, small quantity adders for any order less than 6,000 pieces
			
	8.	  	Freight	  	FOB Buyer location. All pricing includes freight with the exception of shipment to South Coast Paper. For South Coast Paper, freight is added as a separate line and billed to Buyer.
			
	9.	  	Lead Time for Orders	  	Ten (10) working days existing items, Fifteen (15) working days for new items. Changes will be communicated to the customer to better understand if expectations have
changed.














					
	CONTRACT ELEMENT	  	 SPECIFICS

	10.	  	Drop Trailers / Warehousing	  	All items are quoted make and ship. Warehousing is not included in pricing. For locations that require drop trailers (i.e., Sumter), pricing includes [***] drop trailers. Any additional trailer need will be charged at monthly fee of
$[***].
			
	11.	  	Cost Savings	  	Seller will work with Buyer to identify cost savings on an annual basis. The annual targeted cost savings shall be [***] percent ([***]%); however, the parties acknowledge that the foregoing is not intended to be a guarantee of cost
savings.
			
	12.	  	Commercialization Support	  	Seller will support Buyer with efforts around corrugated packaging opportunities with end-use customers. Our businesses will also schedule top to top meetings as appropriate, to discuss
strategies on key customers / support.
			
	13.	  	Pre-press and Printing Plates	  	Buyer pays for new and changed items, Seller pays for repairs and replacements. Print plates shall be procured only from Seller approved tooling manufacturers
			
	14.	  	Cutting Dies	  	Buyer pays for new and changed items, Seller pays for repairs and replacements
			
	15.	  	Termination for Cause and/or Performance	  	This Agreement may be terminated as follows: (i) by either party, upon written notice to the other party in the event that the other breaches any of its obligations under this Agreement in any material respect and such breach
continues for a period of 30 days after the non-breaching party has given the breaching party written notice of such breach; or (ii) by either party, in the event that the other files a petition in
bankruptcy or makes an assignment for the benefit of creditors or a third party files a petition in bankruptcy against the other, which petition is not dismissed within 30 days after filing. The parties acknowledge that failure of International
Paper to fulfill orders pursuant to Customer’s requirements, as identified in Section 3, in accordance with the agreed upon quality and service standards, shall constitute a breach of this Agreement that is subject to cure or termination
in accordance with this provision.

 The parties also agree that the provisions contained in any Schedules or Addenda attached hereto shall apply
to the purchase and sale of Products under this Agreement. In addition, the Standard Terms and Conditions of Sale of Packaging Products attached hereto are incorporated into this Agreement and shall apply to the purchase and sale of Products under
this Agreement, provided that any of the foregoing provisions and the provisions in any Schedules or Addenda shall prevail over any conflicting provisions in the Standard Terms and Conditions. 

The parties hereby consent to this Agreement as evidenced by the signatures of their authorized representatives on the date or dates indicated
below.     
  

											
	INTERNATIONAL PAPER COMPANY	  	SYLVAMO NORTH AMERICA, LLC	  	
						
	By: 	 	 /s/ Ron Wise
	  		  	By:	 	 /s/Patrick Wilczynski
	  	
		 	(Signature)	  		  		 	(Signature)	  	
				
	 Ron Wise
	  		  	 Patrick Wilczynski
	  	
	(Name—typed or printed)	  		  	(Name—typed or printed)	  	
				
	 VP Commercial/National Accounts NAC
	  		  	 SVP, Operational Excellence
	  	
	(Title)	  		  	(Title)	  	
				
	 08/26/2021
	  		  	 08/26/2021
	  	
	(Date)	  		  	(Date)	  	













 EXHIBIT A 

PRICE LIST SCHEDULE 
 [***]