Exhibit 10.19(b)
first AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT, dated as of September 27, 2023 (this “Amendment”), is made by and among, WRK Luxembourg S.à r.l., incorporated under the laws of Luxembourg (“WRK Luxembourg”), Multi Packaging Solutions Limited, a limited company incorporated under the laws of England and Wales (“Multi Packaging Solutions” and, together with WRK Luxembourg, the “Borrowers”), each of the Lenders signatory hereto and Coöperatieve Rabobank U.A., New York Branch, 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, 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, WRKCo Inc., as Parent, WestRock Company, a Delaware corporation (“WestRock”), the Borrowers party thereto, the Lenders party thereto and Coöperatieve Rabobank U.A., New York Branch, as administrative 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 9.2 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
MULTI PACKAGING SOLUTIONS LIMITED
By: /s/ Andrew Darrington_______
Name: Andrew Darrington
Title: Director
WRK LUXEMBOURG S.À R.L.
By: /s/ Peter Schut
Name: Peter Schut
Title: Manager A
By: /s/ C. Mettlen
Name: C. Mettlen
Title: B Manager
[Signature Page to the First Amendment Agreement]
ADMINISTRATIVE AGENT
Acknowledged, consented and agreed to by:
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
By: /s/ Michael LaHaie
Name: Michael LaHaie
Title: Managing Director
By: /s/ Claire Laury
Name: Claire Laury
Title: Executive Director
[Signature Page to the First Amendment Agreement]
Consented and agreed to by:
TD Bank, N.A.
as Lender
By: /s/ Steve Levi
Name: Steve Levi
Title: Senior Vice President
(Signature page to First Amendment Agreement)
Consented and agreed to by:
ING Bank N.V., Dublin Branch
as Lender
By: /s/ Cormac Langford
Name: Cormac Langford
Title: Director
If a second signature is necessary:
By: /s/ Sean Hassett
Name: Sean Hassett
Title: Director
(Signature page to First Amendment Agreement)
LENDERS
Consented and agreed to by:
SUMITOMO MITSUI BANKING CORPORATION
as Lender
By: /s/ Rosa Pritsch
Name: Rosa Pritsch
Title: Director
[Signature Page to the First Amendment Agreement]
LENDERS
Consented and agreed to by:
THE BANK OF NOVA SCOTIA
as Lender
By: /s/ Catherine Jones
Name: Catherine Jones
Title: Managing Director
[Signature Page to the First Amendment Agreement]
LENDERS
Consented and agreed to by:
BANK OF AMERICA, N.A.
as Lender
By: /s/ Erron Powers
Name: Erron Powers
Title: Director
If a second signature is necessary:
By:
Name:
Title:
[Signature Page to the First Amendment Agreement]