Second Amendment TO CREDIT AGREEMENT
Exhibit 10.17(c)
Second Amendment TO CREDIT AGREEMENT
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 x.x., 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 Xxxxx 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).
RECITALS:
WHEREAS, reference is made to the credit agreement originally dated as of July 7, 2022 (as amended on August 18, 2022, and as further amended, amended and restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as amended by this Amendment, the “Credit Agreement”), by and among, inter alios, WestRock Company, a Delaware corporation (“WestRock”) as Holdco, each of the Borrowers, WestRock RKT, LLC, a Georgia limited liability company, WestRock MWV, LLC, a Delaware limited liability company, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent and multicurrency agent.
WHEREAS, reference is made to the proposed business combination (the “Merger Transaction”) of the WestRock group and the Smurfit Kappa group pursuant to a transaction agreement (the “Transaction Agreement”), entered into on September 12, 2023, by and among, inter alios, Smurfit Kappa Group plc, a public limited company incorporated in Ireland and WestRock, under which WestRock has agreed, through a series of intermediate steps and transactions, to merge into a wholly-owned subsidiary of Smurfit WestRock, a public limited liability company organized under the laws of Ireland, with WestRock as the surviving entity;
WHEREAS, the Borrowers have requested an amendment to the Existing Credit Agreement in connection with the Merger Transaction to amend certain provisions of the Existing Credit Agreement as set forth herein and the Required Lenders are willing to make such amendments to the Existing Credit Agreement, in accordance with and subject to the terms and conditions set forth herein;
WHEREAS, pursuant to Section 9.1 of the Existing Credit Agreement, the parties hereto are entering into this Amendment for the purpose of effecting the amendments described herein; and
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
“Transaction Agreement” shall mean the transaction agreement dated September 12, 2023, by and among, inter alios, Smurfit Kappa Group plc, a public limited company incorporated in Ireland and WestRock Company, a Delaware corporation (“WestRock”).
“Merger Transaction” shall mean the merger of WestRock into a wholly-owned subsidiary of Smurfit WestRock, a public limited liability company organized under the laws of Ireland, through a series of intermediate steps and transactions, with WestRock as the surviving corporation, in accordance with the terms of the Transaction Agreement.
“Notwithstanding the foregoing, the consummation of the Merger Transaction shall not constitute a Change in Control under this Agreement.
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.
BORROWERS
WRKCO INC.
By: /s/ M. Xxxxxxxx Xxxxxxx
Name: X. Xxxxxxxx Xxxxxxx
Title: Senior Vice President and Treasurer
WESTROCK COMPANY OF CANADA CORP./COMPAGNIE WESTROCK DU CANADA CORP
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
WRK LUXEMBOURG S.À X.X.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Manager A
By: /s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: B Manager
[Signature Page to the Second Amendment Agreement]
Acknowledged, consented and agreed to by:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Lender
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
[Signature Page to the Second Amendment Agreement]
LENDERS
Consented and agreed to by:
BANK OF AMERICA, N.A.,
as Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
If a second signature is necessary:
By:
Name:
Title:
[Signature Page to the Second Amendment Agreement]
Consented and agreed to by:
BANK OF CHINA, NEW YORK BRANCH
as Lender
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Executive Vice President
[Signature Page to the Second Amendment Agreement]
Consented and agreed to by:
THE BANK OF NOVA SCOTIA
as Lender
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Managing Director
(Signature page to Second Amendment Agreement)
Consented and agreed to by:
The Bank of New York Mellon,
as Lender
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Vice President
(Signature page to Second Amendment Agreement)
LENDERS
Consented and agreed to by:
CITIBANK, N.A.
as Lender
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
If a second signature is necessary:
By:
Name:
Title:
[Signature Page to the Second Amendment Agreement]
Annex I
Consented and agreed to by:
Xxxxxxx Xxxxx Bank USA
as Lender
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Authorized Signatory
(Signature page to Second Amendment Agreement)
Consented and agreed to by:
ING Bank N.V., Dublin Branch
as Lender
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Director
If a second signature is necessary:
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
(Signature page to Second Amendment Agreement)
Annex I
Consented and agreed to by:
JPMORGAN CHASE BANK, N.A.,
as Lender
By: /s/ Will Price
Name: Xxxx Xxxxx
Title: Vice President
(Signature page to Second Amendment Agreement)
Annex I
Consented and agreed to by:
MIZUHO BANK, LTD., as Lender
By: /s/ Xxxxx XxXxxxxxxxx
Name: Xxxxx XxXxxxxxxxx
Title: Executive Director
(Signature page to Second Amendment Agreement)
LENDERS
Consented and agreed to by:
PNC BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
[Signature Page to the Second Amendment Agreement]
Consented and agreed to by:
COÖPERATIEVE RABOBANK U.A., NEW
YORK BRANCH
as Lender
By: /s/ Xxxxxxx XxXxxx
Name: Xxxxxxx XxXxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Executive Director
(Signature page to Second Amendment Agreement)
Annex I
Consented and agreed to by:
ROYAL BANK OF CANADA
as Lender
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Director, RBC Corporate Client Group - Finance
If a second signature is necessary:
By:
Name:
Title:
(Signature page to Second Amendment Agreement)
LENDERS
Consented and agreed to by:
REGIONS BANK
as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Director
If a second signature is necessary:
By:
Name:
Title:
[Signature Page to the Second Amendment Agreement]
LENDERS
Consented and agreed to by:
SUMITOMO MITSUI BANKING CORPORATION
as Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
[Signature Page to the Second Amendment Agreement]
Consented and agreed to by:
TD Bank, N.A.
as Lender
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Senior Vice President
(Signature page to Second Amendment Agreement)
LENDERS
Consented and agreed to by:
TRUIST BANK
as Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx
Title: Director
[Signature Page to the Second Amendment Agreement]
LENDERS
Consented and agreed to by:
U.S. BANK NATIONAL ASSOCIATION
as Lender
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
[Signature Page to the Second Amendment Agreement]
LENDERS
Consented and agreed to by:
COBANK, ACB
as Lender
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Assistant Vice President
If a second signature is necessary:
By:
Name:
Title:
(Signature Page to the Second Amendment to Agreement)
VOTING PARTICIPANTS
Consented and agreed to by:
AgCountry Farm Credit Services, FLCA
as Voting Participant
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President Capital Markets
(Signature Page to the Second Amendment to Agreement)
VOTING PARTICIPANTS
Consented and agreed to by:
AgFirst Farm Credit Bank
as Voting Participant
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Executive Account Manager
(Signature Page to the Second Amendment to Agreement)
VOTING PARTICIPANTS
Consented and agreed to by:
AgWest Farm Credit, FLCA, formerly known as Northwest Farm Credit Services, FLCA, successor by merger of Farm Credit West, FLCA into Northwest Farm Credit Services, FLCA.
as Voting Participant
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
(Signature Page to the Second Amendment to Agreement)
VOTING PARTICIPANTS
Consented and agreed to by:
Compeer Financial, FLCA
as Voting Participant
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director, Capital Markets
If a second signature is necessary:
By:
Name:
Title:
(Signature Page to the Second Amendment to Agreement)
VOTING PARTICIPANTS
Consented and agreed to by:
Farm Credit Mid-America, FLCA
as Voting Participant
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Credit Officer Food & Agribusiness
(Signature Page to the Second Amendment to Agreement)
VOTING PARTICIPANTS
Consented and agreed to by:
Farm Credit Bank of Texas
as Voting Participant
By: /s/ Xxxx XxXxxxx
Name: Xxxx XxXxxxx
Title: Director, Capital Markets
If a second signature is necessary:
By:
Name:
Title:
(Signature Page to the Second Amendment to Agreement)