EX-10.9 32 tm2418700d1_ex10-9.htm EXHIBIT 10.9

 

Exhibit 10.9

 

Accession Letter

 

From:Smurfit WestRock plc (the Company) and Smurfit Kappa Investments Limited (the Obligors' Agent)

 

To:          Wells Fargo Bank, National Association (the Agent)

 

Dated:    5 July 2024

 

Dear Sirs/Madams

 

Smurfit Kappa Treasury Unlimited Company – $5,100,000,000 Facility Agreement dated 28 June 2024 (the Agreement)

 

1.We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

 

2.This Accession Letter shall be effective on and from its date, except that the Company shall have no obligations under this letter or any other Finance Document until the Combination has been consummated. The Obligors’ Agent shall notify the Agent of the consummation of the Combination as soon as practicable thereafter.

 

3.Subject to paragraph 2 above, the Company agrees to become the Parent and to be bound by the terms of the Agreement as the Parent pursuant to Clause 28.5 (Accession of the Parent) of the Agreement.

 

4.The Company is a company duly incorporated under the laws of Ireland.

 

5.The Company's administrative details are as follows:
  
Address:Beech Hill, Clonskeagh, Dublin 4, Ireland
  
Attention:Emer Murnane
  
Email:[ ]
  
Telephone:[ ]

 

6.This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

 

7.This Accession Letter is entered into as a deed.

 

[Signature page follows.]

 

 

 

 

EXECUTION PAGE – Accession Letter

 

SIGNED for and on behalf of    
SMURFIT WESTROCK PLC    
by its lawfully appointed attorney    
     
in the presence of    
and delivered as a deed   /s/ Kenneth Bowles
    Signature
/s/ Rory Carbery    
Witness (Signature)    
     
2 Grand Canal Square    
Print Address    
     
Solicitor    
Witness Occupation     

 

[Signature Page to Smurfit WestRock plc Accession Letter]

 

 

 

 

SIGNED for and on behalf of    
SMURFIT KAPPA INVESTMENTS LIMITED    
by its lawfully appointed attorney    
     
in the presence of    
and delivered as a deed   /s/ Kenneth Bowles
    Signature
/s/ Rory Carbery    
Witness (Signature)    
     
2 Grand Canal Square    
Print Address    
     
Solicitor    

Witness Occupation 

   

 

[Signature Page to Smurfit WestRock plc Accession Letter]