AMENDMENT NO. 2Credit Agreement • June 30th, 2023 • Westrock Coffee Co • Beverages • New York
CREDIT AGREEMENT, dated as of August 29, 2022, and amended as of February 14, 2023 and June 30, 2023 (this “Agreement”), among Westrock Beverage Solutions, LLC, a Delaware limited liability company (f/k/a Westrock Coffee Company, LLC, a Delaware limited liability company) (the “Borrower”), Westrock Coffee Company, a Delaware corporation (f/k/a Westrock Coffee Holdings, LLC, a Delaware limited liability company) (“Holdings”), Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as Swingline Lender (as defined below), Wells Fargo Securities, LLC, as sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”), and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 30th, 2023 • Westrock Coffee Co • Beverages • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2023, by and among (i) Westrock Coffee Company, a Delaware corporation (the “Corporation”), (ii) Westrock Group, LLC (on behalf of itself and The Stephens Group, LLC, and Sowell Westrock, L.P., as the Investor Designator for the WCC Investors under the Original Investor Rights Agreement) (Westrock Group, LLC, The Stephens Group, LLC and Sowell Westrock, L.P. are collectively referred to as the “Initial WCC Investors”), (iii) BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., and BBH CPV WCC Co-Investment LLC (collectively, “Initial BBH Investors”), (iv) Riverview Sponsor Partners, LLC (the “Initial RVAC Investor”), and (v) HF Direct Investments Pool, LLC (the “Initial HF Investor”). Each of the Corporation, the WCC Investors, the BBH Investors, the RVAC Investors and the HF Investors are sometimes referred to as a “Party”. This Agreement shall be effective only as provided in Section
SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2023 • Westrock Coffee Co • Beverages
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and between (i) Westrock Coffee Company, a Delaware corporation (the “Company”), and (ii) HF Direct Investments Pool, LLC, a Tennessee limited liability company (“Subscriber”).
