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, 1983Supplemental 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.
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...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
ContractSecond Supplemental 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”).
ContractFirst Supplemental 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...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
ContractFirst Supplemental 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”).
ContractFirst Supplemental 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”).
Accession LetterSmurfit WestRock PLC • July 8th, 2024 • Paperboard containers & boxes
Service Contract between Smurfit Kappa Services Limited and Ken BowlesAgreement • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes
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”).
Service Contract between Smurfit Kappa Services Limited and Anthony SmurfitSmurfit WestRock PLC • July 8th, 2024 • Paperboard containers & boxes
Accession LetterSmurfit WestRock PLC • July 8th, 2024 • Paperboard containers & boxes
Service Contract Between Smurfit Kappa Italia S.p.A. and Saverio MayerSmurfit WestRock PLC • July 8th, 2024 • Paperboard containers & boxes
Date] SMURFIT WESTROCK PLC ANDSmurfit WestRock PLC • July 8th, 2024 • Paperboard containers & boxes
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 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
SMURFIT KAPPA ACQUISITIONS, as Issuer, SMURFIT KAPPA FUNDING LIMITED, as Parent and a Parent Guarantor, SMURFIT KAPPA CORPORATION LIMITED, as a Parent Guarantor, SMURFIT KAPPA HOLDINGS LIMITED, as a Parent Guarantor, SMURFIT KAPPA INVESTMENTS LIMITED,...Supplemental Indenture • July 8th, 2024 • Smurfit WestRock PLC • Paperboard containers & boxes • New York
INDENTURE, dated as of February 16, 2015, among: (i) Smurfit Kappa Acquisitions, 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 Limited, a private limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Parent”), (iii) Smurfit Kappa Corporation Limited, a private limited company 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 the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland
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”).
ContractSecond Supplemental 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”).
Offer LetterSmurfit WestRock PLC • July 8th, 2024 • 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 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
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 TrusteeIndenture • 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”).
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”).
Offer LetterSmurfit WestRock PLC • July 8th, 2024 • 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”).
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 Third Supplemental Indenture Dated as of July 5, 2024 to Indenture Dated as of April 2, 2002Third 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, 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 (formerly known as The Bank of New York), as trustee (the “Trustee”) under the hereafter defined Indenture.
