ROCK-TENN COMPANY as Issuer and THE GUARANTORS PARTY HERETO SUPPLEMENTAL INDENTURE NO. 2 DATED AS OF FEBRUARY 21, 2014 to INDENTURE DATED AS OF FEBRUARY 22, 2012 HSBC BANK USA, NATIONAL ASSOCIATION as TrusteeWestRock Co • November 27th, 2015 • Paperboard containers & boxes • New York
SUPPLEMENTAL INDENTURE NO. 2, dated as of February 21, 2014, among Rock-Tenn Company, a Georgia corporation (the “Company”), the guarantors of the Company named on the signature pages hereto (each a “New Guarantor”), and HSBC Bank USA, National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.
June 30, 2015WestRock Co • November 27th, 2015 • Paperboard containers & boxes
Effective as of the date of this letter agreement, your Amended and Restated Employment Agreement, by and between MWV and you, dated as of March 3, 2014 (the “CIC Agreement”), shall be amended such that clause (i) of the second to last sentence of Section 5(d) is deleted in its entirety and replaced with the following clause: “(i) the Executive shall give the Company the Notice of Termination not more than 60 days following the event giving rise to the Executive’s Good Reason termination, and”. For the avoidance of doubt, all other terms and conditions of the CIC Agreement remain in full force and effect.
ROCK-TENN COMPANY as Issuer and THE GUARANTORS PARTY HERETO SUPPLEMENTAL INDENTURE NO. 1 DATED AS OF NOVEMBER 7, 2013 to INDENTURE DATED AS OF FEBRUARY 22, 2012 HSBC BANK USA, NATIONAL ASSOCIATION as TrusteeWestRock Co • November 27th, 2015 • Paperboard containers & boxes • New York
SUPPLEMENTAL INDENTURE NO. 1, dated as of November 7, 2013, among Rock-Tenn Company, a Georgia corporation (the “Company”), the guarantor of the Company named on the signature pages hereto (the “New Guarantor”), and HSBC Bank USA, National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.
PERFORMANCE UNDERTAKINGPerformance Undertaking • November 27th, 2015 • WestRock Co • Paperboard containers & boxes • New York
THIS FIFTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of September 1, 2015, is executed by Westrock RKT Company, a Georgia corporation (“Westrock RKT” or “Original Parent”), as successor-in-interest to Rock-Tenn Company, and Westrock Company, a Delaware Corporation (“Westrock Company” and together with Westrock RKT, the “Performance Guarantors” and each a “Performance Guarantor”) in favor of WestRock Financial, Inc., a Delaware corporation (together with its successors and assigns, “Recipient”).
June 30, 2015WestRock Co • November 27th, 2015 • Paperboard containers & boxes • Delaware
Reference is made to (i) the Second Amended and Restated Business Combination Agreement (“BCA”), dated as of April 17, 2015, by and among Rome-Milan Holdings, Inc., MeadWestvaco Corporation (“MWV”), Rock-Tenn Company (“RKT”), Milan Merger Sub, LLC and Rome Merger Sub, Inc., as amended from time to time, (ii) the Amended and Restated Employment Agreement, by and between MWV and you, dated as of January 1, 2008 (the “CIC Agreement”), and (iii) your Waiver Agreement, dated March 3, 2015.
OMNIBUS AMENDMENT NO. 1WestRock Co • November 27th, 2015 • Paperboard containers & boxes • New York
This OMNIBUS AMENDMENT NO. 1 dated as of September 1, 2015 (this “Amendment”) is by and among WestRock Company (“WestRock”), WestRock RKT Company, as successor-in-interest to Rock-Tenn Company (the “Original Parent”), WestRock Company of Texas, as successor-in-interest to Rock-Tenn Company of Texas (“WestRock TX”), WestRock Converting Company, as successor-in-interest to Rock-Tenn Converting Company (“WestRock Converting”), WestRock Mill Company, LLC, as-successor-in-interest to Rock-Tenn Mill Company, LLC (“WestRock Mill”), WestRock – Southern Container, LLC, as successor-in-interest to RockTenn – Southern Container, LLC (“WestRock Container”), WestRock California, Inc., as successor-in-interest to PCPC, Inc. (“WestRock California”), WestRock Minnesota Corporation, as successor-in-interest to Waldorf Corporation (“WestRock Minnesota”), WestRock CP, LLC, as successor-in-interest to RockTenn CP, LLC (“WestRock CP”) and WestRock – Solvay, LLC, as successor-in-interest to RockTenn – Solva
First Amendment to Fifth Amended and Restated Receivables Sale AgreementReceivables Sale Agreement • November 27th, 2015 • WestRock Co • Paperboard containers & boxes • New York
with respect to that certain Fifth Amended and Restated Receivables Sale Agreement, dated as of September 15, 2014, by and among Parent, the Originators and Buyer (the “Existing RSA” which, as amended hereby, is hereinafter referred to as the “RSA”).
