hereby added to the Agreement:
3.9 Without limiting any obligation of the Issuer or any Guarantor pursuant to
this Agreement to provide the Dealer with credit and financial information, each
of the Issuer and each Guarantor hereby acknowledges and agrees that the Dealer
may share the Company Information and any other information or matters relating
to the Issuer or any Guarantor or the transactions contemplated hereby with
affiliates of the Dealer, including, but not limited to [] and that such
affiliates may likewise share information relating to the Issuer or any
Guarantor or such transactions with the Dealer.
3.The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer or the Guarantors:
Address: 1000 Abernathy Road NE, Atlanta, GA 30328
Attention: General Counsel
Telephone number: (407) 328-6337
Fax number: (770) 263-3582
For the Dealer:
Address:
Attention:
Telephone number:
Fax number:
E-mail:
1
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
NEITHER THE NOTES NOR THE GUARANTEE THEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH
AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO
INVESTIGATE MATTERS RELATING TO WRKCO INC. (THE "ISSUER"), WESTROCK RKT, LLC AND
WESTROCK MWV, LLC (THE "SUBSIDIARY GUARANTORS"), WESTROCK COMPANY (THE "PARENT
GUARANTOR" AND TOGETHER WITH THE SUBSIDIARY GUARANTORS, THE "GUARANTORS"), THE
NOTES AND THE GUARANTEE, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT
IS (1) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR") AND (2) (i) PURCHASING NOTES FOR ITS
OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS
AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION OR OTHER SUCH
INSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL
BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING
NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS
A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY
UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT
PROVIDED BY RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL
ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE
ONLY (A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER