SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 8th, 2024 • Smurfit WestRock PLC • 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”), the Parent (as defined herein), the other guarantors from time to time party hereto, the lenders from time to time party hereto, and COBANK, ACB, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
Service Contract between Smurfit Kappa Services Limited and Ken BowlesService Contract • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
Date] SMURFIT WESTROCK PLC ANDDeed of Indemnification • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
Smurfit Westrock Financing DAC, as Issuer, Smurfit Westrock plc, as the Parent Guarantor, the Subsidiary Guarantors named herein, and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Transfer Agent and Registrar INDENTURE Dated as of...Indenture • November 27th, 2024 • Smurfit Westrock PLC • Paperboard containers & boxes • New York
Service Contract Between Smurfit Kappa Italia S.p.A. and Saverio MayerService Contract • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
Offer LetterOffer Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
Reference is made to the Transaction Agreement, dated as of September 12, 2023 (the “Transaction Agreement”), pursuant to which, upon completion (the “Completion” and the date on which the Completion occurs, the “Completion Date”)) of the transactions contemplated thereby, Smurfit Kappa Group plc (“Smurfit Kappa”) and WestRock Company (“WestRock”) became wholly owned by Smurfit WestRock plc (the “Company”).
SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY, as Issuer, SMURFIT KAPPA FUNDING DESIGNATED ACTIVITY COMPANY, as Parent and a Parent Guarantor, SMURFIT KAPPA CORPORATION DESIGNATED ACTIVITY COMPANY, as a Parent Guarantor, SMURFIT KAPPA HOLDINGS LIMITED,...Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
INDENTURE, dated as of June 28, 2018, among: (i) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), (ii) Smurfit Kappa Funding Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Parent”), (iii) Smurfit Kappa Corporation Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (“SKC”), (iv) Smurfit Kappa Holdings Limited, a private limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (“SKHL”), (v) Smurfit Kappa Investments Limited, a private limited company incorporated under
Offer LetterOffer Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
Reference is made to the Transaction Agreement, dated as of September 12, 2023 (the “Transaction Agreement”), pursuant to which, upon completion (the “Completion” and the date on which the Completion occurs, the “Completion Date”)) of the transactions contemplated thereby, Smurfit Kappa Group plc (“Smurfit Kappa”) and WestRock Company (“WestRock”) became wholly owned by Smurfit WestRock plc (the “Company”).
SMURFIT KAPPA TREASURY UNLIMITED COMPANY, as Issuer SMURFIT KAPPA GROUP PLC, SMURFIT KAPPA INVESTMENTS LIMITED, SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY, each as a Parent Guarantor SMURFIT INTERNATIONAL B.V., SMURFIT KAPPA TREASURY FUNDING...First Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 5, 2023, among (i) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as issuer (the “Issuer”), (ii) Smurfit Kappa Group plc, a public limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKG”), (iii) Smurfit Kappa Investments Limited, a private limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKI”), (iv) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKA”, and together with SKG and SKI, the “Parent Guaranto
ContractSupplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2024, among (i) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”); and (iii) Deutsche Trustee Company Limited, as trustee (the “Trustee”).
ContractSupplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2024, among (i) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”); and (iii) Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 4, 2019 among (i) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), (ii) Smurfit Kappa Group plc., Smurfit Kappa Corporation Designated Activity Company, Smurfit International B.V., Smurfit Kappa Treasury Unlimited Company, Smurfit Kappa Investments Limited, Smurfit Kappa Holdings Limited, Smurfit Kappa Funding Designated Activity Company and Smurfit Kappa Treasury Funding Designated Activity Company (collectively, the “Guarantors”) and (iii) Deutsche Trustee Company Limited, as trustee (the “Trustee”).
Accession LetterAccession Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
SMURFIT KAPPA TREASURY UNLIMITED COMPANY, as Issuer SMURFIT KAPPA GROUP PLC, SMURFIT KAPPA INVESTMENTS LIMITED, SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY, each as a Parent Guarantor SMURFIT INTERNATIONAL B.V., SMURFIT KAPPA TREASURY FUNDING...First Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 5, 2023, among (i) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as issuer (the “Issuer”), (ii) Smurfit Kappa Group plc, a public limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKG”), (iii) Smurfit Kappa Investments Limited, a private limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKI”), (iv) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKA”, and together with SKG and SKI, the “Parent Guaranto
Accession LetterAccession Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
ContractSupplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2024, among (i) Smurfit Kappa Treasury Funding Designated Activity Company (f/k/a Smurfit Capital Funding PLC), a designated activity company organized under the laws of Ireland (the “Issuer”); (ii) the entities listed in the signature pages hereto as “Existing Guarantors” (the “Existing Guarantors”); (iii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”); and (vi) The Bank of New York Mellon, as successor trustee to Chemical Bank, as trustee (the “Trustee”).
ContractSupplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2024, among (i) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”); and (iii) Deutsche Trustee Company Limited, as trustee (the “Trustee”).
Bridge FACILITY AGREEMENT dated 13 OCTOBER 2023Bridge Facility Agreement • March 22nd, 2024 • Smurfit WestRock LTD • Paperboard containers & boxes
for SMURFIT KAPPA TREASURY UNLIMITED COMPANY SMURFIT KAPPA GROUP PLC CITIBANK, N.A., LONDON BRANCH as Mandated Lead Arranger and Bookrunner
Accession LetterAccession Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
WESTROCK MWV, LLC as Issuer, THE NEW GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as Trustee Fifth Supplemental Indenture Dated as of July 5, 2024 to Indenture Dated as of March 1, 1983Fifth Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2024, by and among (i) WestRock MWV, LLC, a Delaware limited liability company (as successor to MeadWestvaco Corporation, the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”); and (iii) The Bank of New York Mellon (as successor to Irving Trust Company), as trustee (the “Trustee”) under the hereafter defined Indenture.
FIFTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 5, 2024 to INDENTURE DATED AS OF DECEMBER 3, 2018Fifth Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of July 5, 2024 (this “Supplemental Indenture”), by and among (i) WRKCo Inc., a Delaware corporation (the “Issuer”); (ii) the entities listed in the signature pages hereto as “Existing Guarantors” (the “Existing Guarantors”); (iii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”); and (iv) 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”).
WESTROCK MWV, LLC as Issuer, THE NEW GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON as Trustee Sixth Supplemental Indenture Dated as of July 5, 2024 to Indenture Dated as of February 1, 1993Sixth Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2024, by and among (i) WestRock MWV, LLC, a Delaware limited liability company (as successor to MeadWestvaco Corporation, the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”); and (iii) The Bank of New York Mellon (as successor to The First National Bank of Chicago), as trustee (the “Trustee”) under the hereafter defined Indenture.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 8th, 2024 • Smurfit Westrock PLC • Paperboard containers & boxes • Georgia
This Change in Control Severance Agreement (this “Agreement”) is hereby entered into by and between WestRock Company (the “Company”) and Jairo Lorenzatto (the “Executive”) (each, a “Party”), entered into as of March 9, 2022, but effective as of the 1st day of January, 2022.
Accession LetterAccession Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
REGISTRATION RIGHTS AGREEMENT dated as of November 26, 2024 between Smurfit WESTROCK FINANCING DAC, the GUARANTORS specified herein and Citigroup Global Markets Inc. ING FINANCIAL MARKETS, LLC SMBC NIKKO SECURITIES AMERICA, INC. TD SECURITIES (USA)...Registration Rights Agreement • November 27th, 2024 • Smurfit Westrock PLC • Paperboard containers & boxes • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2024, between Smurfit Westrock Financing DAC, a designated activity company incorporated under the laws of Ireland with registered company number 774613 (the “Company”), and the Guarantors, on the one hand, and Citigroup Global Markets Inc., ING Financial Markets, LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 5.418% Senior Notes due 2035 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantors (such guarantees, the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”
SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY, as Issuer SMURFIT KAPPA GROUP PLC, SMURFIT KAPPA INVESTMENTS LIMITED, each as a Parent Guarantor SMURFIT INTERNATIONAL B.V., SMURFIT KAPPA TREASURY FUNDING DESIGNATED ACTIVITY COMPANY, SMURFIT KAPPA...Second Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 5, 2023, among (i) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as issuer (the “Issuer”), (ii) Smurfit Kappa Group plc, a public limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKG”), (iii) Smurfit Kappa Investments Limited, a private limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland as parent guarantor (“SKI”, and together with SKG, the “Parent Guarantors”), (iv) Smurfit International B.V., a private limited company incorporated under the laws of Netherlands and having its registered office at Warandelaan 2, 4904 PC Oosterhout, the Netherlands as subsidiary guarantor (“SIB”),
Date] SMURFIT WESTROCK US HOLDINGS CORPORATION AND FORM OF INDEMNIFICATION AGREEMENT CONTENTSIndemnification Agreement • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
Accession LetterAccession Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
SMURFIT WESTROCK PLCPsu Award Agreement • November 8th, 2024 • Smurfit Westrock PLC • Paperboard containers & boxes
This PSU Award Agreement (this “Award Agreement”) evidences the grant of a PSU Award by Smurfit Westrock plc (the “Company”) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan, as in effect from time to time (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.
ContractThird Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2024, among (i) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”) and (iii) Deutsche Trustee Company Limited, as trustee (the “Trustee”).
ContractSupplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2024, among (i) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland (the “Issuer”); (ii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors”); and (iii) Deutsche Trustee Company Limited, as trustee (the “Trustee”).
SMURFIT KAPPA TREASURY UNLIMITED COMPANY, as Issuer, SMURFIT KAPPA ACQUISITIONS UNLIMITED COMPANY, as a Parent Guarantor, SMURFIT KAPPA INVESTMENTS LIMITED, as a Parent Guarantor, SMURFIT KAPPA GROUP PLC, as a Parent Guarantor, the Subsidiary...Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
INDENTURE, dated as of April 3, 2024, among: (i) Smurfit Kappa Treasury Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Issuer”), (ii) Smurfit Kappa Acquisitions Unlimited Company, a public unlimited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (“SKA”), (iii) Smurfit Kappa Investments Limited, a private limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (“SKIL”), (iv) Smurfit Kappa Group plc, a public limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (“SKG” and, together with SKA and SKIL, the “Parent Guarantors”), (v) the Subsidiary Guarantors named in Schedule A hereto and (vi) Deutsche Bank Trust Company Americas, as Truste
SMURFIT WESTROCK PLCRsu Award Agreement • November 8th, 2024 • Smurfit Westrock PLC • Paperboard containers & boxes
This RSU Award Agreement (this “Award Agreement”) evidences the grant of an RSU Award by Smurfit Westrock plc (the “Company”) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan, as in effect from time to time (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.
WRKCO INC. as Issuer and THE GUARANTORS PARTY HERETO SIXTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 5, 2024 to INDENTURE DATED AS OF AUGUST 24, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeSixth Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of July 5, 2024 (this “Supplemental Indenture”), by and among (i) WRKCo Inc., a Delaware corporation (the “Issuer”); (ii) the entities listed in the signature pages hereto as “Existing Guarantors” (the “Existing Guarantors”); (iii) the entities listed in the signature pages hereto as “New Guarantors” (the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”); and (iv) 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”).
Accession LetterAccession Letter • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
