Exhibit 10.2

  

  

  

  
    AMENDMENT NO. 2

    

    

    AMENDMENT NO. 2, dated as of November 21, 2019 (this “Amendment”), among WRKCO INC. (formerly
      known as WESTROCK COMPANY), a Delaware corporation (the “Company”), the other Credit Parties, the Lenders party hereto and WELLS FARGO
        BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), to the Credit Agreement dated as of March 7,
      2018 (as amended by Amendment No. 1, dated as of February 26, 2019, and as further amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the
      Company, the other Credit Parties from time to time party thereto, the Administrative Agent and the Lenders referred to therein.  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit
      Agreement.

    

    

    WHEREAS, pursuant to Section 9.1 of the Credit Agreement, the Credit Parties, the Lenders party hereto and the Administrative Agent desire to amend the Credit Agreement on the terms set forth herein.

    

    

    NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
      to be legally bound hereby, agree as follows:

    

    

    Section 1.            Amendment.  Effective as of the Amendment No. 2 Effective Date (as
      defined below), the Credit Agreement is hereby amended as follows:

    

    

    (a)          Section 1.1 of the Credit Agreement is amended by adding the following new definitions in alphabetical order:

    

    

    ““Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.”

    

    

    ““Beneficial Ownership Regulation” means 31. C.F.R. § 1010.230.”

    

    

    ““BofA Term Loan Agreement” means the Credit Agreement dated as of June 7, 2019 among the Parent Borrower, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto,
      and Bank of America, N.A., as administrative agent.”

    

    

    (b)          Section 1.1 of the Credit Agreement is amended by replacing the term “Farm Credit Term Loan Facility” in its entirety with the following:

    

    

    ““Farm Credit Term Loan Facility” means the Credit Agreement, dated as of September 27, 2019, among WestRock Southeast, LLC, a Delaware limited liability company, as borrower, the guarantors from time to time
      party thereto, the lenders party thereto and CoBank, ACB, as administrative agent.”

    

    

    (c)          Section 1.3 of the Credit Agreement is amended by adding the following new paragraph (v) at the end thereof:

    

    

    
      
        


      -2-

    

    
    

    

    (v)          Notwithstanding anything to the contrary contained herein, only those leases (assuming for purposes hereof that they were in existence on December 31, 2017) that would have constituted Capital Leases as of
      December 31, 2017, shall be considered Capital Leases hereunder and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

    

    

    (d)          Article I of the Credit Agreement is hereby amended by adding the following new section immediately after Section 1.6:

    

    

    “Section 1.7 Divisions. For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if
      any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new
      Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.”

    

    

    (e)          Clause (f) of Section 5.7 of the Credit Agreement is amended by replacing “[reserved]” with the following:

    

    

    “to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification as promptly as practicable following any change in the
      information provided in the Beneficial Ownership Certification delivered to any Lender in relation to the Borrower that would result in a change to the list of beneficial owners identified in such certification”

    

    

    (f)          Clause (a) of Section 6.1 of the Credit Agreement is amended by replacing “0.60” with “0.65”.

    

    

    (g)          The final paragraph of Section 9.1 of the Credit Agreement is amended and restated in its entirety as follows:

    

    

    “If at any time the Farm Credit Term Loan Facility, the BofA Term Loan Agreement, the 2015 Credit Agreement or any other Credit Document (as defined in the Farm Credit Term Loan Facility, the BofA Term Loan Agreement or
      the 2015 Credit Agreement, as applicable) or the documentation for any replacement credit facilities therefor, includes (a) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as
      defined in the Farm Credit Term Loan Facility, the BofA Term Loan Agreement or the 2015 Credit Agreement, as applicable), or lender under any such replacement credit facilities, that are not provided for in this Agreement or the other Credit
      Documents, (b) representations and warranties, covenants or events of default (including related definitions) in favor of a Lender (as defined in the Farm Credit Term Loan Facility, the BofA Term Loan Agreement or the 2015 Credit Agreement, as
      applicable), or lender under any such replacement credit facilities, that are more restrictive than the same or similar provisions provided for in this Agreement and the other Credit Documents and/or (c) requirements for the Farm Credit Term Loan
      Facility or the credit facilities under the BofA Term Loan Agreement or the 2015 Credit Agreement to be secured by collateral or guaranteed by Domestic Subsidiaries of Holdco that are not already Guarantors (any or all of the foregoing,

    

    

    
      
        


      -3-

    

    

    

    collectively, the “Most Favored Lender Provisions”) (in the case of each of the Most Favored Lender Provisions, other than any differences between the Farm Credit Term Loan Facility, the BofA Term Loan Agreement, the 2015 Credit Agreement
      and the other Credit Documents (as defined in the Farm Credit Term Loan Facility, the BofA Term Loan Agreement or the 2015 Credit Agreement, as applicable), on the one hand, and this Agreement and the other Credit Documents, on the other hand,
      existing as of the Closing Date (or otherwise consistent with such differences)), then (i) such Most Favored Lender Provisions shall immediately and automatically be deemed incorporated into this Agreement and the other Credit Documents as if set
      forth fully herein and therein, mutatis mutandis, and no such incorporated provision may thereafter be waived, amended or modified except pursuant to the provisions of this Section 9.1, and (ii) the
      Borrower and the Guarantors shall promptly, and in any event within five (5) days after entering into any such Most Favored Lender Provisions, so advise the Administrative Agent in writing.  Thereafter, upon the request of the Required Lenders, the
      Borrower and the Guarantors shall enter into an amendment to this Agreement and, if applicable, the other Credit Documents evidencing the incorporation of such Most Favored Lender Provisions, it being agreed that any failure to make such request or
      to enter into any such amendment shall in no way qualify or limit the incorporation described in clause (i) of the immediately preceding sentence.”

    

    

    (h)          Article IX of the Credit Agreement is hereby amended by adding the following new section immediately after Section 9.19:

    

    

    “Section 9.20 Acknowledgment Regarding Any Supported QFCs.

    

    

    To the extent that the Credit Documents provide support, through a guarantee or otherwise, of Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such
      QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
      and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the
      Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

    

    

    (a)          In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
      Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC) from such Covered Party will be effective to
      the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or
      a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such
      Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and
      the Credit Documents were governed by the laws of the United States or a state of the United States.  Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with

    

    

    
      
        


      -4-

    

    

    

    respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

    

    

    (b)          As used in this Section 9.20, the following terms shall have the following meanings:

    

    

    “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

    

    

    “Covered Entity” means any of the following:

    

    

    (i)           a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

    

    

    (ii)          a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

    

    

    (iii)         a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

    

    

    “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

    

    

    “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).”

    

    

    (i)          Schedule 1.1(a)(i) of the Credit Agreement is hereby restated in its entirety as set forth in Schedule 1.1(a)(i) hereto.

    

    

    (j)          Schedule 1.1(a)(ii) of the Credit Agreement is hereby restated in its entirety as set forth in Schedule 1.1(a)(ii) hereto.

    

    

    Section 2.            Representations and Warranties.  The Credit Parties represent and
      warrant to the Lenders and the Administrative Agent as of the Amendment No. 2 Effective Date that:

    

    

    (a)          At the time of and immediately after giving effect to this Amendment, the representations and warranties set forth in the Credit Documents are true and correct in all material respects
      (except to the extent that any such representation or warranty is qualified by materiality, in which case such representation and warranty shall be true and correct) with the same effect as if made on the Amendment No. 2 Effective Date, except to the
      extent such representations and warranties expressly relate to an earlier date.

    

    

    (b)          At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

    

    

    (c)          As of the Amendment No. 2 Effective Date, the information included in the Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in
      connection with this Amendment is true and correct in all respects.

    

    

    
      
        


      -5-

    

    

    

    Section 3.            Conditions to Effectiveness.  This Amendment shall become effective on
      the date (the “Amendment No. 2 Effective Date”) on which:

    

    

    (a)          the Administrative Agent (or its counsel) shall have received from the Credit Parties and the Lenders constituting the Required Lenders, a counterpart of this Amendment signed on behalf of
      each such party;

    

    

    (b)          the Administrative Agent (or its counsel) shall have received the following (or their equivalent), each (other than with respect to clause (iv)) certified by the secretary or assistant
      secretary of the Company as of the Amendment No. 2 Effective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Administrative Agent: (i) copies of the articles of incorporation or
      charter documents of the Company, certified by the secretary or assistant secretary of the Company as of the Amendment No. 2 Effective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to
      the Administrative Agent, and that the articles or charter documents are in full force and effect; (ii) copies of resolutions of the board of directors of the Company approving and adopting this Amendment (including the transactions contemplated
      herein) and authorizing execution and delivery hereof; (iii) copies of the bylaws, operating agreement or partnership agreement of the Company, and that such by-laws, operating agreements or partnership agreements are in full force and effect; and
      (iv) copies, where applicable, of a certificate of good standing of the Company in its state of organization, certified as of a recent date by the appropriate Governmental Authorities of the applicable state of organization;

    

    

    (c)          the representations and warranties set forth in Section 2 hereof shall be true and correct and the Administrative Agent shall have received a certificate of a Responsible Officer to such
      effect;

    

    

    (d)          the Company shall have paid all expenses due and payable pursuant to Section 4 hereof; and

    

    

    (e)          to the extent requested by the Administrative Agent or any Lender not less than five (5) days prior to the Amendment No. 2 Effective Date, the Lenders shall have received a Beneficial
      Ownership Certification in relation to the Company.

    

    

    Section 4.            Fees and Expenses.  The Company agrees to reimburse the Administrative
      Agent for the reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent.

    

    

    Section 5.            Counterparts.  This Amendment may be executed in any number of
      counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed
      counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

    

    

    
      
        


      -6-

    

    

    

    Section 6.            Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
      PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    

    

    Section 7.            Headings.  The headings of this Amendment are for purposes of
      reference only and shall not limit or otherwise affect the meaning hereof.

    

    

    Section 8.            Effect of Amendment.  On and after the effectiveness of this
      Amendment, each reference in the Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Credit Documents to
      “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended or waived by this Amendment.  The Credit Agreement, the Notes and each of the
      other Credit Documents, as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Except as expressly set forth herein, this Amendment shall not
      by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in
      any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects
      and shall continue in full force and effect.  The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Credit Documents executed or delivered pursuant hereto constitute a novation of any of the
      obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, but rather constitute a modification thereof pursuant to the terms contained herein.  This Amendment constitutes a Credit Document.

    

    

    Section 9.            Acknowledgement and Consent. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and
      provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment.  Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will
      continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined
      in the applicable Credit Document).

    

    

    (b)          Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations
      thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

    

    

    (c)          Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit
      Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the
      consent of such Guarantor to any future amendments to the Credit Agreement.

    

    

    
      
        


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    [Signature Pages Follow]

    

    

    

    

    
      
        


    

    
    

    

    
      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

    

    

    

    
      	BORROWER: 

            	WRKCO INC.

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ John D. Stakel	 
	 	 	Name:  

            	John D. Stakel 

            	 
	 	 	Title: 

            	Senior Vice President and Treasurer 

            	 
	 	 	 	 	 


    

    

    

    

    

    
      	GUARANTORS: 

            	WESTROCK RKT, LLC

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ John D. Stakel	 
	 	 	Name:  

            	John D. Stakel 

            	 
	 	 	Title: 

            	Senior Vice President and Treasurer 

            	 
	 	 	 	 	 


    

    

    

    

    

    
      	 	WESTROCK MWV, LLC

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ John D. Stakel	 
	 	 	Name:  

            	John D. Stakel 

            	 
	 	 	Title: 

            	Senior Vice President and Treasurer 

            	 
	 	 	 	 	 


    

    

    

    

    

    
      	 	WESTROCK COMPANY

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ John D. Stakel	 
	 	 	Name:  

            	John D. Stakel 

            	 
	 	 	Title: 

            	Senior Vice President and Treasurer 

            	 
	 	 	 	 	 


    

    

    

    

    

    
      [Signature Page to WRKCo Amendment No. 2]

      
        


    

     

    

    
      	ADMINISTRATIVE AGENT: 

            	
              WELLS FARGO BANK, NATIONAL ASSOCIATION,

              

              as Administrative Agent and as a Lender

              

            	 
	 	 	 	 
	 	 	 	 
	

            	
              By: 

            	/s/ Kay Reedy

            	 
	 	 	Name:  

            	Kay Reedy 

            	 
	 	 	Title: 

            	Managing Director 

            	 
	 	 	 	 	 


    

    

    

    

    

    
      [Signature Page to WRKCo Amendment No. 2]

      
        


    

     

    

    
      	LENDER: 

            	
              BANK OF AMERICA, N.A.,

              

              as a Lender

              

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Erron Powers

            	 
	 	 	Name:  

            	Erron Powers 

            	 
	 	 	Title: 

            	Director 

            	 
	 	 	 	 	 


      

      

      

      

      
        [Signature Page to WRKCo Amendment No. 2]

        
          


      

      

      

      
        	LENDER: 

              	
                CoBank, ACB,

                

                as a Lender

                

              	 
	 	 	 	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Matthew Brill

              	 
	 	 	Name:  

              	Matthew Brill 

              	 
	 	 	Title: 

              	Vice President 

              	 
	 	 	 	 	 


      

      

      

      

      

      
        [Signature Page to WRKCo Amendment No. 2]

        
          


      

      

      

      
        
          	LENDER: 

                	
                  PNC Bank, National Association,

                    

                  as a Lender

                    

                	 
	 	 	 	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Jeffrey Mills

                	 
	 	 	Name:  

                	Jeffrey Mills 

                	 
	 	 	Title: 

                	Vice President 

                	 
	 	 	 	 	 


        

        

        

        

        

        
          
            [Signature Page to WRKCo Amendment No. 2]

             

            

          

          
            


        

        

        
          
            	LENDER: 

                  	
                    COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, 

                    as a Lender

                  	 
	 	 	 	 
	 	 	 	 
	
                    

                    

                  	
                    By: 

                  	/s/ Claire Laury

                  	 
	 	 	Name:  

                  	Claire Laury 

                  	 
	 	 	Title: 

                  	Executive Director 

                  	 


          

          

          

          
             

            

            
              	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	/s/ Jennifer Smith

                    	 
	 	 	Name:  

                    	Jennifer Smith 

                    	 
	 	 	Title: 

                    	Vice President 

                    	 
	 	 	 	 	 


            

            

            

            
              
                [Signature Page to WRKCo Amendment No. 2]

                 

                

              

              
                


            

            

            
              
                	LENDER: 

                      	
                        TD BANK, N.A.

                        

                        as a Lender

                        

                      	 
	 	 	 	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	/s/ Uk-Sun Kim

                      	 
	 	 	Name:  

                      	Uk-Sun Kim 

                      	 
	 	 	Title: 

                      	Senior Vice President 

                      	 
	 	 	 	 	 


              

              

              

              

              
                
                  [Signature Page to WRKCo Amendment No. 2]

                   

                  

                

                
                  


              

              
                 

                

                
                  	LENDER: 

                        	
                          ING Bank, a branch of ING-DiBa AG,

                          

                          as a Lender

                          

                        	 
	 	 	 	 
	 	 	 	 
	
                          

                          

                        	
                          By: 

                        	/s/ Nikola Kopp

                        	 
	 	 	Name:  

                        	Nikola Kopp 

                        	 
	 	 	Title: 

                        	Director 

                        	 


                

                

                

                
                   

                  

                  
                    	 	 	 	 
	
                            

                            

                          	
                            By: 

                          	/s/ W. Jansen

                          	 
	 	 	Name:  

                          	W. Jansen 

                          	 
	 	 	Title: 

                          	Director 

                          	 
	 	 	 	 	 


                  

                  

                  

                  

                  

                  
                    
                      [Signature Page to WRKCo Amendment No. 2]

                       

                      

                    

                    
                      


                  

                  
                     

                    

                    
                      	 	
                              SUNTRUST BANK,

                              

                              as a Lender

                              

                            	 
	 	 	 	 
	 	 	 	 
	
                              

                              

                            	
                              By: 

                            	/s/ Alexander Harrison

                            	 
	 	 	Name:  

                            	Alexander Harrison 

                            	 
	 	 	Title: 

                            	Vice President 

                            	 
	 	 	 	 	 


                    

                    

                    

                    

                    

                    
                      
                        [Signature Page to WRKCo Amendment No. 2]

                         

                        

                      

                      
                        


                    

                    
                       

                      

                      
                        	LENDER: 

                              	
                                Fifth Third Bank, National Association,

                                

                                as a Lender

                                

                              	 
	 	 	 	 
	 	 	 	 
	
                                

                                

                              	
                                By: 

                              	/s/ Jonathan James

                              	 
	 	 	Name:  

                              	Jonathan James 

                              	 
	 	 	Title: 

                              	Managing Director 

                              	 
	 	 	 	 	 


                      

                      

                      

                      

                      

                      

                      

                      
                        
                          [Signature Page to WRKCo Amendment No. 2]

                           

                          

                        

                        
                          


                      

                      
                         

                        

                        
                          	LENDER: 

                                	
                                  U.S. BANK NATIONAL ASSOCIATION,

                                  

                                  as a Lender

                                  

                                	 
	 	 	 	 
	 	 	 	 
	
                                  

                                  

                                	
                                  By: 

                                	/s/ Jonathan F. Lindvall

                                	 
	 	 	Name:  

                                	Jonathan F. Lindvall 

                                	 
	 	 	Title: 

                                	Senior Vice President 

                                	 
	 	 	 	 	 


                        

                        

                        

                        

                        

                        
                          
                            [Signature Page to WRKCo Amendment No. 2]

                             

                            

                          

                          
                            


                        

                        
                           

                          

                          
                            	LENDER: 

                                  	
                                    Citibank, N.A.,

                                    

                                    as a Lender

                                    

                                  	 
	 	 	 	 
	 	 	 	 
	
                                    

                                    

                                  	
                                    By: 

                                  	/s/ Susan Olsen

                                  	 
	 	 	Name:  

                                  	Susan Olsen 

                                  	 
	 	 	Title: 

                                  	Vice President 

                                  	 
	 	 	 	 	 


                          

                          

                          

                          

                          

                          
                            
                              [Signature Page to WRKCo Amendment No. 2]

                               

                              

                            

                            
                              


                          

                          
                             

                            

                            
                              	LENDER: 

                                    	
                                      Bank of China, New York Branch,

                                      

                                      as a Lender

                                      

                                    	 
	 	 	 	 
	 	 	 	 
	
                                      

                                      

                                    	
                                      By: 

                                    	/s/ Raymond Qiao

                                    	 
	 	 	Name:  

                                    	Raymond Qiao 

                                    	 
	 	 	Title: 

                                    	Executive Vice President 

                                    	 
	 	 	 	 	 


                            

                            

                            

                            

                            

                            
                              
                                [Signature Page to WRKCo Amendment No. 2]

                                 

                                

                              

                              
                                


                            

                            
                               

                              

                              
                                	LENDER: 

                                      	
                                        Branch Banking and Trust Company,

                                        

                                        as a Lender

                                        

                                      	 
	 	 	 	 
	 	 	 	 
	
                                        

                                        

                                      	
                                        By: 

                                      	/s/ Ketak Sampat

                                      	 
	 	 	Name:  

                                      	Ketak Sampat 

                                      	 
	 	 	Title: 

                                      	Senior Vice President 

                                      	 
	 	 	 	 	 


                              

                              

                              

                              

                              

                              
                                
                                  [Signature Page to WRKCo Amendment No. 2]

                                   

                                  

                                

                                
                                  


                              

                              
                                 

                                

                                
                                  	LENDER: 

                                        	
                                          The Bank of East Asia, Limited, New York Branch,

                                          

                                          as a Lender

                                          

                                        	 
	 	 	 	 
	 	 	 	 
	
                                          

                                          

                                        	
                                          By: 

                                        	/s/ Kitty Sin

                                        	 
	 	 	Name:  

                                        	Kitty Sin 

                                        	 
	 	 	Title: 

                                        	SVP 

                                        	 
	 	 	 	 	 


                                

                                

                                

                                
                                  	
                                          

                                          

                                        	
                                          By: 

                                        	/s/ Danny Leung

                                        	 
	 	 	Name:  

                                        	Danny Leung

                                        	 
	 	 	Title: 

                                        	SVP 

                                        	 
	 	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        

        

        

        

        
          
            [Signature Page to WRKCo Amendment No. 2]

             

            

          

          
            


        

        

        

        
          	LENDER: 

                	
                  Citizens Bank, N.A.,

                  

                  as a Lender

                  

                	 
	 	 	 	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Tyler Stephens

                	 
	 	 	Name:  

                	Tyler Stephens 

                	 
	 	 	Title: 

                	Vice President 

                	 
	 	 	 	 	 


        

        

        

        

        

        
          
            [Signature Page to WRKCo Amendment No. 2]

             

            

          

          
            


        

        

        

        
          	 	
                  Commerzbank AG, New York Branch,

                  

                  as a Lender

                  

                	 
	 	 	 	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	/s/ Pedro Bell

                	 
	 	 	Name:  

                	Pedro Bell 

                	 
	 	 	Title: 

                	Managing Director 

                	 
	 	 	 	 	 


        

        

        

        

        

        
          	
                  

                  

                	
                  By: 

                	/s/ Veli-Matti Ahonen

                	 
	 	 	Name:  

                	Veli-Matti Ahonen	 
	 	 	Title: 

                	Vice President 

                	 
	 	 	 	 	 


        

        

        

        

        

        

        

        
          
            [Signature Page to WRKCo Amendment No. 2]

             

            

          

          
            


        

        

      

      
        	LENDER: 

              	
                People's United Bank, National Association 

                as a Lender

                

              	 
	 	 	 	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Darci Buchanan

              	 
	 	 	Name:  

              	Darci Buchanan 

              	 
	 	 	Title: 

              	Senior Vice President 

              	 
	 	 	 	 	 


      

      

      

      

      

      
        
          [Signature Page to WRKCo Amendment No. 2]

           

          

        

        
          


      

      

      

      

      

      
        	LENDER: 

              	
                Bayerische Landesbank, New York Branch,

                

                as a Lender

                

              	 
	 	 	 	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Matthew DeCarlo

              	 
	 	 	Name:  

              	Matthew DeCarlo 

              	 
	 	 	Title: 

              	Senior Director 

              	 
	 	 	 	 	 


      

      

      

      

      

      
        	
                

                

              	
                By: 

              	/s/ Elke Videgain

              	 
	 	 	Name:  

              	Elke Videgain 

              	 
	 	 	Title: 

              	Vice President 

              	 
	 	 	 	 	 


      

      

      

      

    

  

  [Signature Page to WRKCo Amendment No. 2]