Accession Letter
Exhibit 10.9
| From: | Smurfit WestRock plc (the Company) and Smurfit Kappa Investments Limited (the Obligors' Agent) |
To: Xxxxx Fargo Bank, National Association (the Agent)
Dated: 5 July 2024
Dear Sirs/Madams
Smurfit Kappa Treasury Unlimited Company – $5,100,000,000 Facility Agreement dated 28 June 2024 (the Agreement)
| 1. | We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. |
| 2. | This Accession Letter shall be effective on and from its date, except that the Company shall have no obligations under this letter or any other Finance Document until the Combination has been consummated. The Obligors’ Agent shall notify the Agent of the consummation of the Combination as soon as practicable thereafter. |
| 3. | Subject to paragraph 2 above, the Company agrees to become the Parent and to be bound by the terms of the Agreement as the Parent pursuant to Clause 28.5 (Accession of the Parent) of the Agreement. |
| 4. | The Company is a company duly incorporated under the laws of Ireland. |
| 5. | The Company's administrative details are as follows: |
| Address: | Beech Hill, Clonskeagh, Dublin 4, Ireland |
| Attention: | Xxxx Xxxxxxx |
| Email: | [ ] |
| Telephone: | [ ] |
| 6. | This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law. |
| 7. | This Accession Letter is entered into as a deed. |
[Signature page follows.]
EXECUTION PAGE – Accession Letter
| SIGNED for and on behalf of | ||
| SMURFIT WESTROCK PLC | ||
| by its lawfully appointed attorney | ||
| in the presence of | ||
| and delivered as a deed | /s/ Xxxxxxx Xxxxxx | |
| Signature | ||
| /s/ Xxxx Xxxxxxx | ||
| Witness (Signature) | ||
| 0 Xxxxx Xxxxx Xxxxxx | ||
| Print Address | ||
| Solicitor | ||
| Witness Occupation |
[Signature Page to Smurfit WestRock plc Accession Letter]
| SIGNED for and on behalf of | ||
| SMURFIT KAPPA INVESTMENTS LIMITED | ||
| by its lawfully appointed attorney | ||
| in the presence of | ||
| and delivered as a deed | /s/ Xxxxxxx Xxxxxx | |
| Signature | ||
| /s/ Xxxx Xxxxxxx | ||
| Witness (Signature) | ||
| 0 Xxxxx Xxxxx Xxxxxx | ||
| Print Address | ||
| Solicitor | ||
|
Witness Occupation |
[Signature Page to Smurfit WestRock plc Accession Letter]
