600,000,000 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 11th, 2022 • WestRock Co • Paperboard containers & boxes • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 7, 2022 (this “Agreement” or “Credit Agreement”), is by and among WESTROCK SOUTHEAST, LLC, a Delaware limited liability company (“WRK Southeast”), WESTROCK COMPANY, a Delaware corporation (the “Parent”), WESTROCK RKT, LLC, a Georgia limited liability company (“RKT”), WRKCO INC., a Delaware corporation (“WRKCo”) and WESTROCK MWV, LLC, a Delaware limited liability company (“MWV” and, together with RKT, WRKCo and the Parent, the “Initial Guarantors”), the lenders named herein and such other lenders that hereafter become parties hereto, and COBANK, ACB, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT Dated as of July 7, 2022 by and among WRKCO INC., as Parent, WESTROCK COMPANY, WRK LUXEMBOURG S.À R.L., MULTI PACKAGING SOLUTIONS LIMITED, and CERTAIN ADDITIONAL SUBSIDIARIES OF WESTROCK COMPANY FROM TIME TO TIME PARTY HERETO, as...Credit Agreement • July 11th, 2022 • WestRock Co • Paperboard containers & boxes • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of July 7, 2022, is by and among WRKCO INC., a Delaware corporation (“Parent”), WESTROCK COMPANY, a Delaware corporation (“WestRock”), WRK LUXEMBOURG S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg (“WRK Luxembourg”), MULTI PACKAGING SOLUTIONS LIMITED, a limited company incorporated under the laws of England and Wales (“Multi Packaging Solutions” and, together with WRK Luxembourg, and each Subsidiary of WestRock from time to time party hereto designated by WestRock (as defined in Section 1.1) as an additional Borrower pursuant to Section 2.4, the “Borrowers”), the LENDERS and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent.
AMENDMENT NO. 3 TO EIGHTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit Agreement • May 7th, 2021 • WestRock Co • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Seventh Amended and Restated Credit and Security Agreement dated as of June 29, 2015, as amended prior to the effectiveness of this Agreement, by and among the Loan Parties, Nieuw Amsterdam Receivables Corporation, B.V., Rabobank, individually and as a Co-Agent, the other Lenders and the Co-Agents from time to time party thereto, and Rabobank, as Administrative Agent.
WRKCO INC. as Issuer and WESTROCK COMPANY, WESTROCK MWV, LLC and WESTROCK RKT, LLC as Guarantors FIRST SUPPLEMENTAL INDENTURE Dated as of December 3, 2018 to INDENTURE Dated as of December 3, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as...Supplemental Indenture • December 3rd, 2018 • WestRock Co • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 3, 2018 (this “Supplemental Indenture”), by and among WRKCo Inc., a Delaware corporation (the “Issuer”), WestRock Company, a Delaware corporation (“Parent”), WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • November 7th, 2018 • WestRock Co • Paperboard containers & boxes • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of November 2, 2018, is by and among WestRock Company (formerly, Whiskey Holdco, Inc.), a Delaware corporation (the “New Holdco”) and Coöperatieve Rabobank U.A., New York Branch, in its capacity as administrative agent under the Credit Agreement (as defined below) (the “Administrative Agent”) under that certain Credit Agreement dated as of April 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Parent, Borrowers, the various financial institutions party thereto as “Lenders”, and the Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.
JOINDER AGREEMENTJoinder Agreement • November 5th, 2018 • WestRock Co • Paperboard containers & boxes • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of November 2, 2018 is by and between WestRock Company (formerly, Whiskey Holdco, Inc.), a Delaware corporation (“Holdco”), WRKCo Inc. (formerly, WestRock Company), a Delaware corporation (the “Parent Borrower”), WestRock Company of Canada Holdings Corp./Compagnie de Holdings WestRock du Canada Corp., a Nova Scotia unlimited company (the “Canadian Borrower” and together with the Parent Borrower and any Restricted Subsidiary of the Parent Borrower which the Parent Borrower has designated a Borrower pursuant to Section 2.1(f), 2.2(f) or 2.3(f) of the Credit Agreement, the “Borrowers”), Wells Fargo Bank, National Association, as administrative agent under the Credit Agreement (as defined below) (the “Administrative Agent”) and as multicurrency administrative agent (the “Multicurrency Agent”) under that certain Credit Agreement dated as of July 1, 2015 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the
AMENDMENT NO. 4 TO EIGHTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 1st, 2023 • WestRock Co • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Seventh Amended and Restated Credit and Security Agreement dated as of June 29, 2015, as amended prior to the effectiveness of this Agreement, by and among the Loan Parties, Nieuw Amsterdam Receivables Corporation, B.V., Rabobank, individually and as a Co-Agent, the other Lenders and the Co-Agents from time to time party thereto, and Rabobank, as Administrative Agent.
WRKCO INC., as Issuer, and WESTROCK MWV, LLC, WESTROCK RKT, LLC and WESTROCK COMPANY, as Guarantors FOURTH SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 22, 2023 To INDENTURE DATED AS OF AUGUST 24, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,...Fourth Supplemental Indenture • November 17th, 2023 • WestRock Co • Paperboard containers & boxes • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 22, 2023 (this “Supplemental Indenture”), by and among WRKCo Inc., a Delaware corporation (the “Issuer”), WestRock Company, a Delaware corporation (the “Parent”), WestRock MWV, LLC, a Delaware limited liability company (“MWV”), WestRock RKT, LLC, a Georgia limited liability company (“RKT” and, together with Parent and MWV, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
WRKCO INC. as Issuer and WESTROCK COMPANY, WESTROCK MWV, LLC and WESTROCK RKT, LLC as Guarantors SECOND SUPPLEMENTAL INDENTURE Dated as of May 20, 2019 to INDENTURE Dated as of December 3, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as...Second Supplemental Indenture • May 20th, 2019 • WestRock Co • Paperboard containers & boxes • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 20, 2019 (this “Supplemental Indenture”), by and among WRKCo Inc., a Delaware corporation (the “Issuer”), WestRock Company, a Delaware corporation (“Parent”), WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 17th, 2023 • WestRock Co • Paperboard containers & boxes • New York
This FIRST AMENDMENT, dated as of September 27, 2023 (this “Amendment”), is made by and among, WestRock Southeast, LLC, a Delaware limited liability company (“Borrower”), WestRock Company, a Delaware corporation (“WestRock”), WestRock RKT, LLC, a Georgia limited liability company (“RKT”), WRKCo Inc., a Delaware corporation (the “WRKCo”), WestRock MWV, LLC, a Delaware limited liability company (“MWV”), each of the Lenders signatory hereto, each of the Voting Participants signatory hereto and CoBank, ACB, as administrative agent (the “Administrative Agent”). Except as otherwise provided herein, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
AMENDMENT NO. 2 TO EIGHTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 6th, 2020 • WestRock Co • Paperboard containers & boxes • New York
This AMENDMENT NO. 2, dated as of March 27, 2020 (this “Amendment”) is by and among WestRock Financial, Inc., as borrower (the “Borrower”), WestRock Converting, LLC, as initial servicer (the “Servicer” and together with the Borrower, the “Loan Parties” and each, a “Loan Party”), Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), in its capacity as administrative agent for the Lenders thereunder (together with its successors and assigns thereunder, the “Administrative Agent”) and the committed lenders party thereto (each a “Committed Lender” and collectively, the “Committed Lenders”). Each of the Borrower, the Servicer, the Administrative Agent and the Committed Lenders may be referred to herein as a “Party” or collectively as the “Parties.” Unless otherwise indicated, capitalized terms used in this Amendment are used with the meanings attributed thereto in the Agreement (as defined below).
AMENDMENT NO. 2WestRock Co • February 8th, 2019 • Paperboard containers & boxes • New York
AMENDMENT NO. 2, dated as of October 29, 2018 (this “Amendment”), among WESTROCK COMPANY, a Delaware corporation (the “Company”), the other Credit Parties, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Agent”), to the Credit Agreement dated as of October 31, 2017 (as amended by Amendment No. 1, dated as of March 7, 2018, and as further amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the other Credit Parties from time to time party thereto, the Agent and the Lenders and Issuing Lenders referred to therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • November 23rd, 2020 • WestRock Co • Paperboard containers & boxes • Georgia
This executive consulting agreement (this “Agreement”), dated as of October 31, 2020, (the “Effective Date”) is entered into by and between WestRock Company, a Delaware corporation (the “Company”), and James B. Porter III (“Consultant”).
REGISTRATION RIGHTS AGREEMENT by and among WRKCo Inc. the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated HSBC Securities (USA) Inc. Rabo Securities USA, Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities,...Registration Rights Agreement • December 3rd, 2018 • WestRock Co • Paperboard containers & boxes • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2018, by and among WRKCo Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several initial purchasers named in Schedule A (the “Initial Purchasers”). Pursuant to the Purchase Agreement (as defined below), the Initial Purchasers have agreed to purchase the Company’s 4.650% Senior Notes due 2026 (the “2026 Notes”) and the 4.900% Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”), each series of which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”
RECITALS.Third Amendment • May 3rd, 2019 • WestRock Co • Paperboard containers & boxes • New York
WHEREAS, the Borrower and the Bank entered into that certain Uncommitted and Revolving Credit Line Agreement dated as of December 1, 2015, as amended by the First Amendment dated as of February 10, 2017 and the Second Amendment dated as of February 7, 2018 (as heretofore amended, the "Agreement"); and
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLESExisting Receivables Purchase Agreement • November 18th, 2022 • WestRock Co • Paperboard containers & boxes • New York
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of February 19, 2021 (this “Amendment”), among
WRKCO INC. as Issuer and WESTROCK MWV, LLC WESTROCK RKT, LLC and WESTROCK COMPANY. as Guarantors THIRD SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 2, 2018 to INDENTURE DATED AS OF AUGUST 24, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeThird Supplemental Indenture • November 5th, 2018 • WestRock Co • Paperboard containers & boxes • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of November 2, 2018 (this “Supplemental Indenture”), by and among WRKCo Inc., a Delaware corporation formerly known as WestRock Company (the “Issuer”), WestRock Company, a Delaware corporation (the “New Guarantor”), WestRock MWV, LLC, a Delaware limited liability company (“MWV”), WestRock RKT, LLC, a Georgia limited liability company (“RKT” and, together with MWV, the “Existing Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
first AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 17th, 2023 • WestRock Co • Paperboard containers & boxes • New York
This FIRST AMENDMENT, dated as of September 27, 2023 (this “Amendment”), is made by and among, WRK Luxembourg S.à r.l., incorporated under the laws of Luxembourg (“WRK Luxembourg”), Multi Packaging Solutions Limited, a limited company incorporated under the laws of England and Wales (“Multi Packaging Solutions” and, together with WRK Luxembourg, the “Borrowers”), each of the Lenders signatory hereto and Coöperatieve Rabobank U.A., New York Branch, as administrative agent (the “Administrative Agent”). Except as otherwise provided herein, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
WRKCO INC., as Issuer FIFTH SUPPLEMENTAL INDENTURE Dated as of September 26, 2023 to INDENTURE Dated as of August 24, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeSupplemental Indenture • November 17th, 2023 • WestRock Co • Paperboard containers & boxes • New York
FIFTH SUPPLEMENTAL INDENTURE dated as of September 26, 2023 (this “Supplemental Indenture”), by and among WRKCo Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF WESTROCK RKT, LLCLimited Liability Company Agreement • January 16th, 2019 • WestRock Co • Paperboard containers & boxes • Georgia
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WESTROCK RKT, LLC, a Georgia limited liability company (the “Company”), is adopted as of October 1, 2018 (the “Effective Date”), by WESTROCK COMPANY, a Delaware corporation, as the sole member of the Company (the “Sole Member”), and is consented to by Robert McIntosh as the organizer of the Company (“Organizer”).
PERFORMANCE UNDERTAKINGPerformance Undertaking • November 18th, 2022 • WestRock Co • Paperboard containers & boxes • New York
THIS NINTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of March 12, 2021, is executed by WestRock Company, a Delaware corporation (“WestRock”, the “Parent” or the “Performance Guarantor”), in favor of WestRock Financial, Inc., a Delaware corporation (together with its successors and assigns, “Recipient”).
WRKCO INC. as Issuer and WESTROCK COMPANY, WESTROCK MWV, LLC and WESTROCK RKT, LLC as Guarantors DEBT SECURITIES INDENTURE DATED AS OF December 3, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee CROSS-REFERENCE TABLE*WestRock Co • December 3rd, 2018 • Paperboard containers & boxes • New York
AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • August 2nd, 2019 • WestRock Co • Paperboard containers & boxes • New York
and amends and restates in its entirety that certain Fifth Amended and Restated Receivables Sale Agreement dated as of September 15, 2014, by and among WestRock RKT Company, a Georgia corporation (the “Original Parent”), the Originators and Buyer (as amended from time to time prior to the date hereof, the “2014 Agreement”), which amended and restated that certain Fourth Amended and Restated Receivables Sale Agreement dated as of December 21, 2012, by and among Original Parent, certain of the Originators (or their predecessors) and Buyer (as amended from time to time prior to the date or the 2014 Agreement, the “2012 Agreement”), which amended and restated that certain Third Amended and Restated Receivables Sale Agreement dated as of May 27, 2011, by and among Original Parent, certain of the Originators (or their predecessors) and Buyer (as amended from time to time prior to the date of the 2012 Agreement, the “2011 Agreement”), which amended and restated that certain Second Amended and
AMENDMENT NO. 2WestRock Co • November 25th, 2019 • Paperboard containers & boxes • New York
AMENDMENT NO. 2, dated as of November 21, 2019 (this “Amendment”), among WRKCO INC. (formerly known as WESTROCK COMPANY), a Delaware corporation (the “Company”), the other Credit Parties, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), to the Credit Agreement dated as of March 7, 2018 (as amended by Amendment No. 1, dated as of February 26, 2019, and as further amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the other Credit Parties from time to time party thereto, the Administrative Agent and the Lenders referred to therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLESExisting Receivables Purchase Agreement • November 18th, 2022 • WestRock Co • Paperboard containers & boxes • New York
THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of September 16, 2022 (this “Amendment”), among
Second Amendment TO CREDIT AGREEMENTCredit Agreement • November 17th, 2023 • WestRock Co • Paperboard containers & boxes • New York
This SECOND AMENDMENT, dated as of September 27, 2023 (this “Amendment”), is made by and among, WRKCo Inc., a Delaware corporation (“Parent Borrower”), Westrock Company of Canada Corp./Compagnie Westrock du Canada Corp., a Nova Scotia unlimited company (“Canadian Borrower”), WRK Luxembourg S.à r.l., a private limited liability company incorporated under the laws of Luxembourg (“WRK Luxembourg” and, together with Parent Borrower and Canadian Borrower, the “Borrowers”), each of the Lenders signatory hereto and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”). Except as otherwise provided herein, capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below).
WRKCO INC. as Issuer and WESTROCK COMPANY, WESTROCK MWV, LLC and WESTROCK RKT, LLC as Guarantors THIRD SUPPLEMENTAL INDENTURE Dated as of June 3, 2020 to INDENTURE Dated as of December 3, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee...Third Supplemental Indenture • June 3rd, 2020 • WestRock Co • Paperboard containers & boxes • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of June 3, 2020 (this “Supplemental Indenture”), by and among WRKCo Inc., a Delaware corporation (the “Issuer”), WestRock Company, a Delaware corporation (“Parent”), WestRock MWV, LLC, a Delaware limited liability company (“WRK MWV”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
TRANSACTION AGREEMENT by and among SMURFIT KAPPA GROUP PLC, WESTROCK COMPANY, SUN MERGER SUB, LLC, and CEPHEIDWAY LIMITED (TO BE RENAMED AND RE-REGISTERED AS SMURFIT WESTROCK PLC) dated as of September 12, 2023Transaction Agreement • September 12th, 2023 • WestRock Co • Paperboard containers & boxes • Delaware
AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 2nd, 2019 • WestRock Co • Paperboard containers & boxes • New York
This AMENDMENT NO. 1, dated as of May 2, 2019 (this “Amendment”) is by and among WestRock Financial, Inc., as borrower (the “Borrower”), WestRock Converting, LLC, as initial servicer (the “Servicer” and together with the Borrower, the “Loan Parties” and each, a “Loan Party”), Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), in its capacity as administrative agent for the Lenders thereunder (together with its successors and assigns thereunder, the “Administrative Agent”) and the committed lenders party thereto (each a “Committed Lender” and collectively, the “Committed Lenders”). Each of the Borrower, the Servicer, the Administrative Agent and the Committed Lenders may be referred to herein as a “Party” or collectively as the “Parties.” Unless otherwise indicated, capitalized terms used in this Amendment are used with the meanings attributed thereto in the Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLESWestRock Co • November 18th, 2022 • Paperboard containers & boxes • New York
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of August 31, 2021 (this “Amendment”), among
WESTROCK MWV, LLC as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as Trustee Second Supplemental Indenture Dated as of November 2, 2018 to Indenture Dated as of April 2, 2002Second Supplemental Indenture • November 7th, 2018 • WestRock Co • Paperboard containers & boxes • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 2, 2018, among WestRock MWV, LLC, a Delaware limited liability company (as successor to MeadWestvaco Corporation, the “Company”), WRKCo Inc., a Delaware corporation (“WRKCo”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT” and, together with WRKCo, the “Existing Guarantors”), WestRock Company, a Delaware corporation (the “New Guarantor” and, together with the Existing Guarantors and the Company, the “Obligors”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”) under the hereafter defined Indenture.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 25th, 2019 • WestRock Co • Paperboard containers & boxes • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of November 21, 2019, is among WRKCO INC. (f/k/a WESTROCK COMPANY), a Delaware corporation (“Parent”), WRK LUXEMBOURG S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg (“WRK Luxembourg”), WRK INTERNATIONAL HOLDINGS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg (“WRK International”), MULTI PACKAGING SOLUTIONS LIMITED, a limited company incorporated under the laws of England and Wales (“Multi Packaging Solutions”), WESTROCK PACKAGING SYSTEMS GERMANY GMBH, a private limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany (“WestRock Packaging Systems” and, together with WRK Luxembourg, WRK International, and Multi Packaging Solutions, the “Borrowers”), each of the other Guarantors (as defined in the Credit Agreement referenced
JOINDER AGREEMENTJoinder Agreement • November 7th, 2018 • WestRock Co • Paperboard containers & boxes • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of November 2, 2018, is by and among WestRock Company (formerly, Whiskey Holdco, Inc.), a Delaware corporation (“Holdco”), WRKCo Inc. (formerly, WestRock Company), a Delaware corporation (the “Parent Borrower”), and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of October 31, 2017 (as amended, restated or otherwise modified, the “Credit Agreement”), by and among the Borrowers, the Subsidiaries of the Parent Borrower from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.
WESTROCK MWV, LLC as Issuer, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as Trustee Fifth Supplemental Indenture Dated as of November 2, 2018 to Indenture Dated as of February 1, 1993Fifth Supplemental Indenture • November 5th, 2018 • WestRock Co • Paperboard containers & boxes • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of November 2, 2018, among WestRock MWV, LLC, a Delaware limited liability company (as successor to MeadWestvaco Corporation, the “Company”), WRKCo Inc., a Delaware corporation (“WRKCo”), WestRock RKT, LLC, a Georgia limited liability company (“WRK RKT” and, together with WRKCo, the “Existing Guarantors”), WestRock Company, a Delaware corporation (the “New Guarantor” and, together with the Existing Guarantors and the Company, the “Obligors”), and The Bank of New York Mellon (as successor to The First National Bank of Chicago), a New York banking corporation, as trustee (the “Trustee”) under the hereafter defined Indenture.
SUSPENSION OF RIGHTS AGREEMENT WESTROCK COMPANY 11oo Abernathy ROAD Atlanta, GA 30328Suspension of Rights Agreement • February 8th, 2022 • WestRock Co • Paperboard containers & boxes • New York
Wells Fargo Bank, National Association 1100 Abernathy Road NE, Suite 1140 Atlanta, GA 30328 Attention: Kay Reedy Email: Kay.Reedy@WellsFargo.com
