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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form10-Qx Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June30,2017

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-37484

WestRockCompany(Exact Name of Registrant as Specified in Its Charter)

Delaware 47-3335141(State or Other Jurisdiction ofIncorporation or Organization)

(I.R.S. EmployerIdentification No.)

501South5thStreet,Richmond,Virginia 23219-0501(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (804)444-1000

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2of the Exchange Act (check one):

Large accelerated filer x Accelerated filer oNon-accelerated filer o (Do not check if smaller reporting company) Smaller reporting company oEmerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class Outstanding as of July 28, 2017Common Stock, $0.01 par value 254,000,527

Table of Contents

WESTROCKCOMPANYINDEX

PagePARTI FINANCIALINFORMATION

Item 1. Financial Statements (Unaudited) Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2017 and 2016 5 Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2017 and 2016 6 Condensed Consolidated Balance Sheets at June 30, 2017 and September 30, 2016 7 Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2017 and 2016 8 Notes to Condensed Consolidated Financial Statements 11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41

Item 3. Quantitative and Qualitative Disclosures About Market Risk 57

Item 4. Controls and Procedures 57 PARTII OTHERINFORMATION

Item 1. Legal Proceedings 58

Item 1A. Risk Factors 58

Item 6. Exhibits 59 Index to Exhibits 61

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Glossary of Terms

The following terms or acronyms used in this Form 10-Q are defined below:

Term or Acronym Definition Adjusted Earnings from Continuing Operations Per Diluted

Share As defined on p. 54Adjusted Income from Continuing Operations As defined on p. 54Antitrust Litigation As defined on p. 37A/R Sales Agreement As defined on p. 31ASC FASB’s Accounting Standards CodificationASU Accounting Standards UpdateBoiler MACT As defined on p. 35BSF Billion square feetCERCLA The Comprehensive Environmental Response, Compensation, and Liability Act of 1980Clean Power Plan As defined on p. 36Code The Internal Revenue Code of 1986, as amendedCombination

Pursuant to the Second Amended and Restated Business Combination Agreement, dated as ofApril 17, 2015 and amended as of May 5, 2015 by and among WestRock, RockTenn, MWV,Rome Merger Sub, Inc., and Milan Merger Sub, LLC, (i) Rome Merger Sub, Inc was mergedwith and into RockTenn, with RockTenn surviving the merger as a wholly owned subsidiaryof WestRock, and (ii) Milan Merger sub, LLC was merged with and into MWV, with MWVsurviving the merger as a wholly owned subsidiary of WestRock, which occurred on July 1,2015

Common Stock WestRock common stock, par value $0.01 per sharecontainerboard Linerboard and corrugating mediumCredit Agreement As defined on p. 30Credit Facility As defined on p. 30EPA U.S. Environmental Protection AgencyFASB Financial Accounting Standards BoardFarm Credit Facility As defined on p. 30Farm Loan Credit Agreement As defined on p. 30FIFO First-in first-out inventory valuation methodFiscal 2016 Form 10-K WestRock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016GAAP Generally accepted accounting principles in the U.S.GHG Greenhouse gasesGPS Green Power Solutions of Georgia, LLCGrupo Gondi Gondi, S. dc R.L. de C.V.Hanna Group Hanna Group Pty LtdHannapak Acquisition The August 1, 2017 acquisition of Hanna Group Pty LtdHH&B Home, Health and Beauty, a former division of our Consumer Packaging segmentHH&B Sale The April 6, 2017 sale of HH&BIDBs Industrial Development BondsIngevity Ingevity Corporation, formerly the Specialty Chemicals business of WestRock

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Term or Acronym Definition Island Container Acquisition

The July 17, 2017 acquisition of certain assets and liabilities of Island ContainerCorp. and Combined Container Industries LLC, which together are independent producers ofcorrugated boxes, sheets and point-of-purchase displays

LIFO Last-in first-out inventory valuation methodMEPP or MEPPs Multiemployer pension plan(s)MMSF Millions of square feetMPS Multi Packaging Solutions International Limited, a Bermuda exempted companyMPS Acquisition

The June 6, 2017 acquisition of MPS pursuant to a merger agreement among WestRock, MPS

and WRK Merger Sub LimitedMWV WestRock MWV, LLC, formerly MeadWestvaco CorporationPackaging Acquisition The January 19, 2016 acquisition of certain legal entities formerly owned by Cenveo Inc.Paris Agreement

An agreement signed in April 2016 among the U.S. and over 170 other countries which aroseout of negotiations at the United Nation’s Conference of Parties (COP21) climate summit inDecember 2015

Pension Act Pension Protection Act of 2006Plan WestRock Company Consolidated Pension PlanPRP or PRPs Potentially responsible party (parties)Receivables Facility Our $700.0 million receivables-backed financing facility that expires on July 22, 2019RockTenn WestRock RKT Company, formerly Rock-Tenn CompanySARs Stock appreciation rightsSEC Securities and Exchange CommissionSeparation

The May 15, 2016 distribution of the outstanding common stock, par value $0.01 per share, of

Ingevity to WestRock’s stockholdersSeven Hills Seven Hills Paperboard LLCSG&A Selling, general and administrative expensesSilgan Silgan Holdings Inc.Smurfit-Stone Smurfit-Stone Container CorporationSP Fiber SP Fiber Holdings, Inc.SP Fiber Acquisition The October 1, 2015 acquisition of SP FiberStar Pizza Acquisition The March 13, 2017 acquisition of certain assets and liabilities of Star Pizza Inc.U.S. United StatesU.S. Corrugated U.S. Corrugated Holdings, Inc.U.S. Corrugated Acquisition The June 9, 2017 acquisition of U.S. CorrugatedWestRock WestRock CompanyWestRock MWV, LLC Formerly named MWVWestRock RKT Company Formerly named RockTenn

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PARTI:FINANCIALINFORMATION

Item1. FINANCIALSTATEMENTS(UNAUDITED)

WESTROCKCOMPANYCONDENSEDCONSOLIDATEDSTATEMENTSOFOPERATIONS

(Unaudited)(InMillions,ExceptPerShareData)

Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Net sales $ 3,695.6 $ 3,596.5 $ 10,799.1 $ 10,560.1Cost of goods sold 3,000.1 2,869.2 8,836.9 8,520.8Gross profit 695.5 727.3 1,962.2 2,039.3Selling, general and administrative, excluding intangible amortization 348.1 341.5 1,033.5 1,019.4Selling, general and administrative intangible amortization 54.6 53.3 156.8 159.4Pension lump sum settlement — — 28.7 —Land and Development impairment — — 42.7 —Restructuring and other costs, net 59.4 43.1 158.7 317.0Operating profit 233.4 289.4 541.8 543.5Interest expense (70.4) (64.0) (201.3) (193.2)Gain on extinguishment of debt 2.0 — 1.9 —Interest income and other income (expense), net 15.0 20.9 41.3 43.2Equity in income of unconsolidated entities 16.7 5.8 36.9 6.8Gain on sale of HH&B 190.6 — 190.6 —Income from continuing operations before income taxes 387.3 252.1 611.2 400.3Income tax expense (60.7) (99.7) (107.9) (159.1)Income from continuing operations 326.6 152.4 503.3 241.2

Loss from discontinued operations, net of income tax benefit of $0, $46.2, $0 and $39.0 — (58.7) — (539.4)Consolidated net income (loss) 326.6 93.7 503.3 (298.2)Less: Net loss (income) attributable to noncontrolling interests 1.5 (1.4) 8.8 (6.1)Net income (loss) attributable to common stockholders $ 328.1 $ 92.3 $ 512.1 $ (304.3)

Basic earnings per share from continuing operations $ 1.30 $ 0.60 $ 2.04 $ 0.94Basic loss per share from discontinued operations

— (0.23) — (2.13)Basic earnings (loss) per share attributable to common stockholders $ 1.30 $ 0.37 $ 2.04 $ (1.19)

Diluted earnings per share from continuing operations $ 1.29 $ 0.59 $ 2.01 $ 0.93Diluted loss per share from discontinued operations

— (0.23) — (2.11)Diluted earnings (loss) per share attributable to common stockholders $ 1.29 $ 0.36 $ 2.01 $ (1.18)

Cash dividends paid per share $ 0.40 $ 0.375 $ 1.20 $ 1.125

See Accompanying Notes to Condensed Consolidated Financial Statements

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WESTROCKCOMPANYCONDENSEDCONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME(LOSS)

(Unaudited)(InMillions)

Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Consolidated net income (loss) $ 326.6 $ 93.7 $ 503.3 $ (298.2)Other comprehensive income, net of tax:

Foreign currency: Foreign currency translation gain 26.1 35.6 4.7 133.3Reclassification adjustment of net loss on foreign currency translation included in

earnings — 20.2 — 20.2Sale of HH&B 26.8 — 26.8 —

Derivatives: Deferred (loss) gain on cash flow hedges (0.3) 0.1 (0.4) (0.5)Reclassification adjustment of net (gain) loss on cash flow hedges included in earnings (0.1) 0.4 (0.1) 1.0

Defined benefit pension plans: Net actuarial gain arising during the period 0.2 — 20.7 1.4Amortization and settlement recognition of net actuarial loss, included in pension cost 3.4 1.5 30.2 4.9Prior service cost arising during the period — — (0.9) —Amortization and curtailment recognition of prior service (credit) cost, included in

pension cost (0.1) 0.2 (0.4) 0.8Sale of HH&B 2.9 — 2.9 —

Other comprehensive income 58.9 58.0 83.5 161.1Comprehensive income (loss) 385.5 151.7 586.8 (137.1)

Less: Comprehensive loss (income) attributable to noncontrolling interests 0.8 (1.5) 8.3 (6.3)Comprehensive income (loss) attributable to common stockholders $ 386.3 $ 150.2 $ 595.1 $ (143.4)


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WESTROCKCOMPANYCONDENSEDCONSOLIDATEDBALANCESHEETS

(Unaudited)(InMillions,ExceptShareData)

June 30,

2017 September 30,

2016ASSETSCurrent assets:

Cash and cash equivalents $ 225.2 $ 340.9Restricted cash 5.9 25.5

Accounts receivable (net of allowances of $49.3 and $36.5) 1,902.4 1,592.2Inventories 1,767.1 1,638.2Other current assets 257.0 263.5Assets held for sale 200.7 52.3

Total current assets 4,358.3 3,912.6Property, plant and equipment, net 9,077.3 9,294.3Goodwill 5,466.2 4,778.1Intangibles, net 3,325.3 2,599.3Restricted assets held by special purpose entities 1,288.9 1,293.8Prepaid pension asset 354.1 257.8Other assets

999.9 902.3

$ 24,870.0 $ 23,038.2

LIABILITIESANDEQUITYCurrent liabilities:

Current portion of debt $ 710.5 $ 292.9Accounts payable 1,452.7 1,054.4Accrued compensation and benefits 388.0 405.9Other current liabilities 507.7 429.8

Total current liabilities 3,058.9 2,183.0Long-term debt due after one year 5,812.3 5,496.3Pension liabilities, net of current portion 292.2 328.1Postretirement benefit liabilities, net of current portion 142.9 140.0Non-recourse liabilities held by special purpose entities 1,163.9 1,170.2Deferred income taxes 3,378.4 3,130.7Other long-term liabilities 812.0 746.2Commitments and contingencies (Note 16) Redeemable noncontrolling interests 12.8 13.7Equity:

Preferred stock, $0.01 par value; 30.0 million shares authorized; no shares outstanding — —Common Stock, $0.01 par value; 600.0 million shares authorized; 253.9 million and 251.0 million shares outstanding

at June 30, 2017 and September 30, 2016, respectively 2.5 2.5Capital in excess of par value 10,610.6 10,458.6Retained earnings (accumulated deficit) 79.3 (105.9)Accumulated other comprehensive loss (543.4) (626.4)

Total stockholders’ equity 10,149.0 9,728.8Noncontrolling interests 47.6 101.2Total equity 10,196.6 9,830.0

$ 24,870.0 $ 23,038.2


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WESTROCKCOMPANYCONDENSEDCONSOLIDATEDSTATEMENTSOFCASHFLOWS

(Unaudited)(InMillions)

Nine Months Ended June 30, 2017 2016Operatingactivities: Consolidated net income (loss) $ 503.3 $ (298.2)Adjustments to reconcile consolidated net income (loss) to net cash provided by

operating activities: Depreciation, depletion and amortization 814.3 867.7Cost of real estate sold 188.4 50.1Deferred income tax (benefit) expense (45.7) 35.4Share-based compensation expense 50.0 51.8Gain on extinguishment of debt (1.9) —(Gain) loss on disposal of plant, equipment and other, net (5.3) 1.9Equity in income of unconsolidated entities (36.9) (6.8)Pension and other postretirement funding (more) than expense (income) (34.1) (69.0)Loss on contribution of subsidiary 1.7 —Gain on Grupo Gondi investment — (12.1)Gain on sale of HH&B (190.6) —Cash surrender value increase in excess of premiums paid (27.6) (23.7)Impairment adjustments 50.5 191.3Distributed earnings from equity investments 14.6 7.4Other non-cash items (32.5) (34.1)Land and Development impairment 42.7 —Impairment of Specialty Chemicals goodwill and intangibles — 579.4Change in operating assets and liabilities, net of acquisitions and divestitures:

Accounts receivable (138.3) 51.0Inventories (31.4) 25.8Other assets (67.7) (86.7)Accounts payable 290.3 (104.1)Income taxes 37.9 (13.0)Accrued liabilities and other 24.5 92.7

Net cash provided by operating activities 1,406.2 1,306.8Investingactivities: Capital expenditures (536.8) (614.7)Cash paid for purchase of businesses, net of cash acquired (1,443.8) (376.4)Debt purchased in connection with an acquisition — (36.5)Corporate-owned life insurance premium paid (1.4) —Investment in unconsolidated entities (2.2) (178.5)Return of capital from unconsolidated entities 12.6 5.4Proceeds from sale of subsidiary and affiliates 9.3 10.2Proceeds from the sale of HH&B 993.5 —Proceeds from sale of property, plant and equipment 40.8 10.9

Net cash used for investing activities (928.0) (1,179.6)Financingactivities: Additions to revolving credit facilities 518.0 180.6Additions to debt 417.0 1,458.3Repayments of debt (1,121.7) (1,012.2)Other financing additions 11.2 2.5Debt issuance costs (2.1) (3.6)Specialty Chemicals spin-off of cash and trust funding — (118.9)

Issuances of common stock, net of related minimum tax withholdings 22.3 (3.8)Purchases of common stock (93.0) (285.1)Excess tax benefits from share-based compensation 3.0 0.1Advances from (repayments to) unconsolidated entity 1.2 (1.0)

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Nine Months Ended June 30, 2017 2016Cash dividends paid to shareholders (301.6) (286.3)Cash distributions paid to noncontrolling interests (45.9) (21.8)

Net cash used for financing activities (591.6) (91.2)Effect of exchange rate changes on cash and cash equivalents (2.3) (5.6)(Decrease) increase in cash and cash equivalents (115.7) 30.4Cash and cash equivalents from continuing operations, at beginning of period 340.9 207.8Cash and cash equivalents from discontinued operations, at beginning of period — 20.5Balance of cash and cash equivalents at beginning of period 340.9 228.3Cash and cash equivalents from continuing operations, at end of period 225.2 258.7Cash and cash equivalents from discontinued operations, at end of period — —Cash and cash equivalents at end of period $ 225.2 $ 258.7

Supplemental disclosure of cash flow information:

Cash paid during the period for: Income taxes, net of refunds $ 112.1 $ 118.5Interest, net of amounts capitalized $ 138.9 $ 136.5

Supplemental schedule of non-cash operating and investing activities:

The formation of the Grupo Gondi joint venture consisted of a contribution of $175.0 million in cash and the stock of an entity that owns three corrugatedpackaging facilities in Mexico in return for a 25.0% equity participation in the joint venture valued at approximately $0.3 billion . The entity was deconsolidated asof April 1, 2016, which resulted in the derecognition and recognition of the following non-cash items (in millions):

NineMonthsEnded

June30,2016

Derecognized: Accounts receivable $ 34.7Inventories $ 25.8Other assets $ 86.3Accounts payable $ (15.4)Income taxes $ (1.0)Accrued liabilities and other $ (18.8)

Recognized: Investment in unconsolidated entities $ (123.7)

Supplemental schedule of non-cash investing and financing activities:

Liabilities assumed in the nine months ended June 30, 2017 relate to the MPS Acquisition, the U.S. Corrugated Acquisition and the Star Pizza Acquisition.Liabilities assumed in the nine months ended June 30, 2016 relate to the SP Fiber Acquisition and the Packaging Acquisition. For additional information regardingthese acquisitions, see “Note5.AcquisitionsandInvestment”.

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Nine Months Ended June 30,

2017 2016

(In millions)

Fair value of assets acquired, including goodwill $ 3,197.4 $ 583.4

Cash consideration for the purchase of businesses, net of cash acquired (1) (1,447.3) (376.4)Debt purchased in connection with an acquisition — (36.5)Unreceived working capital or escrow 4.0 —

Stock issued for the purchase of a business (136.1) —

Fair value of share-based awards issued in the purchase of a business (1.9) —

Liabilities and noncontrolling interests assumed $ 1,616.1 $ 170.5

Included in liabilities assumed is the following item: Debt assumed $ 929.1 $ 15.0

(1) The nine months ended June 30, 2017 amount is different from the condensed consolidated statements of cash flows line item “cash paid for the purchase ofbusinesses, net of cash acquired” as the statement of cash flow amount is net of the receipt of a $3.5 million escrow payment related to the PackagingAcquisition.


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WESTROCKCOMPANYNOTESTOCONDENSEDCONSOLIDATEDFINANCIALSTATEMENTS

FortheThreeandNineMonthPeriodsEndedJune30,2017(Unaudited)

Unlessthecontextotherwiserequires,“we”,“us”,“our”,“WestRock”and“theCompany”refertothebusinessofWestRockCompany,itswholly-ownedsubsidiariesanditspartially-ownedconsolidatedsubsidiaries.

We are a multinational provider of paper and packaging solutions for consumer and corrugated packaging markets. We partner with our customers to providedifferentiated paper and packaging solutions that help them win in the marketplace. Our team members support customers around the world from operating andbusiness locations spanning North America, South America, Europe and Asia.

Note1. InterimFinancialStatements

Our independent registered public accounting firm has not audited our accompanying interim financial statements. We derived the Condensed ConsolidatedBalance Sheet at September 30, 2016 from the audited Consolidated Financial Statements included in our Fiscal 2016 Form 10-K. In the opinion of ourmanagement, the Condensed Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation ofour statements of operations for the three and nine months ended June 30, 2017 and June 30, 2016 , our comprehensive income (loss) for the three and nine monthsended June 30, 2017 and June 30, 2016 , our financial position at June 30, 2017 and September 30, 2016 , and our cash flows for the nine months ended June 30,2017 and June 30, 2016 .

On May 15, 2016, WestRock completed the Separation. Ingevity is now an independent public company trading under the symbol “NGVT” on the New YorkStock Exchange. With the completion of the Separation, we disposed of the former Specialty Chemicals segment in its entirety and ceased to consolidate its assets,liabilities and results of operations in our consolidated financial statements. Accordingly, we have presented the results of operations of the former SpecialtyChemicals segment prior to the Separation as discontinued operations in the accompanying condensed consolidated financial statements. See “ Note 6.DiscontinuedOperations” for more information.

On January 23, 2017, we announced we had entered into an agreement with certain subsidiaries of Silgan under which Silgan would purchase HH&B.Accordingly, in the second quarter of fiscal 2017, all the assets and liabilities of HH&B were reported in the Condensed Consolidated Balance Sheet as assets andliabilities held for sale. On April 6, 2017, we sold HH&B. See “ Note7.AssetsHeldForSale” for more information. The presentation of other current assets andassets held for sale at September 30, 2016 has been changed to conform to the current year presentation.

We have condensed or omitted certain notes and other information from the interim financial statements presented in this report. Therefore, these interimstatements should be read in conjunction with our Fiscal 2016 Form 10-K. The results for the three and nine months ended June 30, 2017 are not necessarilyindicative of results that may be expected for the full year.

Note2. NewAccountingStandards

NewAccountingStandards-RecentlyIssued

In May 2017, the FASB issued ASU 2017-09, “ Compensation- Stock Compensation: Scope of Modification Accounting”. The amendments in the ASUinclude guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accountingunder ASC 718, “ Compensation-StockCompensation” and require entities to account for the effects of a modification unless all of the following conditions aremet: (a) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value(or value using an alternative measurement method) of the original award immediately before the original award is modified; (b) the vesting conditions of themodified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (c) the classification of themodified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award ismodified. These provisions are effective for fiscal years beginning after December 15, 2017 (October 1, 2018 for us), including interim periods within those fiscalyears, and should be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU.

I n March 2017, the FASB issued ASU 2017-07, “ Compensation:ImprovingthePresentationofNetPeriodicPensionCostandNetPeriodicPostretirementBenefitCost”. The guidance in this update requires that an employer disaggregate the service cost component from the other components of net benefit cost. Non-service cost components of net periodic pension cost are required

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Table of ContentsNotestoCondensedConsolidatedFinancialStatements(Unaudited)(Continued)

to be presented in the income statement separately from the service cost component and outside the subtotal of operating income. The amendments in the updatealso allow only the service cost component to be eligible for capitalization for internally developed capital projects. The amendments in this update are effectivefor annual periods beginning after December 15, 2017 (October 1, 2018 for us), including interim periods within those annual periods. Early adoption is permitted.The guidance on the presentation of the components of net periodic benefit cost in the income statement will be applied retrospectively. The guidance limiting thecapitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The guidance includes a practical expedient thatpermits us to estimate amounts for comparative periods using the information previously disclosed in our pension and other postretirement plan footnote. We arecurrently evaluating the impact of this ASU.

In February 2017, the FASB issued ASU 2017-05, “ OtherIncome:ClarifyingtheScopeofAssetDerecognitionGuidanceandAccountingforPartialSalesofNonfinancial Assets”. The ASU provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers.Specifically, the ASU clarifies the scope of an “in substance nonfinancial asset”, clarifies the treatment of partial sales of nonfinancial assets and clarifies guidanceon accounting for contributions of nonfinancial assets to joint ventures and equity method investees. The amendments in this update are effective for annualperiods beginning after December 15, 2017 (October 1, 2018 for us) including interim reporting periods within those annual reporting periods. Early adoption ispermitted. The ASU may be applied by either a full or modified retrospective approach. We are currently evaluating the impact of this ASU.

In January 2017, the FASB issued ASU 2017-04, “ SimplifyingtheTestforGoodwillImpairment”, which amends the guidance in ASC 350, “ Intangibles-Goodwill andOther” . The ASU eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead,entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The ASU is effective for annual and interimimpairment tests performed in periods beginning after December 15, 2019 (October 1, 2020 for us). Early adoption is permitted for annual and interim goodwillimpairment testing dates after January 1, 2017. The ASU will be applied prospectively. We currently do not expect that the adoption of these provisions will have amaterial effect on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “ Clarifying the Definition of a Business ”, which amends the guidance in ASC 805, “ BusinessCombinations”. The ASU changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. Underthe new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or agroup of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the entity then evaluates whether the set meets the requirementsthat a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The ASU defines anoutput as “the result of inputs and processes applied to those inputs that provide goods or services to customers, investment income (such as dividends or interest),or other revenues.” The ASU is effective for annual reporting periods beginning after December 15, 2017 (October 1, 2018 for us), including interim periodswithin those annual periods, and early adoption is permitted. The ASU will be applied prospectively to any transactions occurring within the period of adoption.We are currently evaluating the impact of these provisions.

In November 2016, the FASB issued ASU 2016-18, “ RestrictedCash”, which amends the guidance in ASC 230, “ StatementofCashFlows”. The new ASUclarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. The new guidance will require entities to showthe changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longerpresent transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents,restricted cash, and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totalsin the statement of cash flows to the related captions in the balance sheet. This reconciliation can be prepared either on the face of the statement of cash flows or inthe notes to the financial statements. These provisions are effective for annual periods, and for interim periods within those annual periods, beginning afterDecember 15, 2017 (October 1, 2018 for us), applied retrospectively for each period presented. Early adoption is permitted. We are currently evaluating the impactof these provisions.

In October 2016, the FASB issued ASU 2016-17, “ Interests Held through Related Parties That Are under Common Control ”, which amends certainprovisions of ASC 810, “ Consolidation”.The ASU amends the consolidation requirements that apply to a single decision maker’s evaluation of interests heldthrough related parties that are under common control when it is determining whether it is the primary beneficiary of a variable interest entity. Under the ASU, areporting entity considers its indirect economic interests in a variable interest entity held through related parties that are under common control on a proportionatebasis, in a manner consistent with its consideration of its indirect economic interests held through related parties that are not under common control. Theseprovisions are effective for annual periods, and for interim periods within those annual periods, beginning on or after December 15, 2016 (October 1, 2017 for us).We currently do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements.

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In October 2016, the FASB issued ASU 2016-16, “ Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory”,which requires companies torecognize the income tax effects of intercompany sales and transfers of assets other than inventory (e.g., intangible assets) in the period in which the transferoccurs. Current guidance requires companies to defer the income tax effects of intercompany transfers of assets until the asset has been sold to an outside party orotherwise recognized through use. The new guidance will require companies to defer the income tax effects only of intercompany transfers of inventory. The ASUis effective for annual reporting periods beginning after December 15, 2017 (October 1, 2018 for us), including interim periods within those annual periods. Theguidance requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period ofadoption. Early adoption is permitted. We currently do not expect that the adoption of these provisions will have a material effect on our consolidated financialstatements.

In August 2016, the FASB issued ASU 2016-15 “ ClassificationofCertainCashReceiptsandCashPayments”, which amends the guidance in ASC 230, “StatementofCashFlows”. The ASU clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows for the followingtransactions: debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon rates that areinsignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from thesettlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, distributions received from equity method investees and beneficialinterest in securitization transactions. The ASU also clarifies how the predominance principle should be applied when cash receipts and cash payments haveaspects of more than one class of cash flows. The guidance requires retrospective adoption and is effective for fiscal years beginning after December 15, 2017(October 1, 2018 for us), including interim periods within those fiscal years. Early adoption is permitted and an entity that elects early adoption must adopt all ofthe amendments in the period of adoption. We are currently evaluating the impact of these provisions.

In June 2016, the FASB issued ASU 2016-13 “ Financial Instruments - Credit losses: Measurement of Credit Losses on Financial Instruments ”, whichamends certain provisions of ASC 326, “ FinancialInstruments-CreditLoss”. The ASU changes the impairment model for most financial assets and certain otherinstruments. For trade and other receivables, held to maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking“expected loss” model that generally will result in the earlier recognition of allowances for losses. For available for sale debt securities with unrealized losses,entities will be required to measure credit losses in a manner similar to what they do today, except that losses will be recognized as allowances rather thanreductions in the amortized cost of the securities. Additionally, entities will have to disclose significantly more information, including information used to trackcredit quality by year or origination for most financing receivables. The ASU is effective for annual reporting periods beginning after December 15, 2019 (October1, 2020 for us), including interim periods within those annual periods, and will be applied as a cumulative effect adjustment to retained earnings as of thebeginning of the first reporting period for which the guidance is effective. We currently do not expect that the adoption of these provisions will have a materialeffect on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09 “ Compensation - Stock Compensation: Improvements To Employee Share Based Payment Accounting”,which amends certain provisions of ASC 718. The ASU will require all income tax effects of awards to be recognized in the income statement when the awardsvest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggeringliability accounting and to make a policy election to account for forfeitures as they occur. The provisions are effective for fiscal years beginning after December15, 2016 (October 1, 2017 for us), including interim periods within those fiscal years. Based on our current stock compensation awards, the adoption is currentlynot expected to have a material effect on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07 “ Investments - Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method ofAccounting”, which amends certain provisions of ASC 323 “ Investments-Equity Method and Joint Ventures ”. The ASU eliminates the requirement that aninvestor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method.The guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2016 (October 1, 2017 for us), including interim periodswithin those fiscal years. We currently do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05 “ Derivatives and Hedging - Effect of Derivative Contract Novations on Existing Hedge AccountingRelationships”,which amends certain provisions of ASC 815 “ DerivativesandHedging”.The ASU clarifies that a change in the counterparty to a derivativeinstrument that has been designated as a hedging instrument under ASC 815 does not, in and of itself, require de-designation of the instrument if all other hedgecriteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016 (October 1, 2017 for us), including interim periodswithin those fiscal years, and can be adopted using a prospective or modified retrospective approach. Early adoption is permitted. We currently do not expect thatthese provisions will have a material effect on our consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02 “ Leases”,which is codified in ASC 842 “ Leases”and supersedes current lease guidance in ASC 840.These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more thanone year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria andthe accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, includingcharacteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018 (October 1,2019 for us), including interim periods within those fiscal years. Early adoption is permitted. Entities are required to use a modified retrospective approach uponadoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. We have not completed ourassessment. We currently expect that the adoption of ASC 842 as of October 1, 2019 will result in recording additional assets and liabilities not previouslyreflected on our consolidated balance sheets, but we do not expect the adoption to have a significant impact on the recognition, measurement, or presentation oflease expenses within the consolidated statements of operations or the consolidated statements of cash flows.

In July 2015, the FASB issued ASU 2015-11 “ SimplifyingtheMeasurementofInventory”,which amends certain provisions of ASC 330 “ Inventory”. TheASU requires inventory to be measured at the lower of cost and net realizable value. These provisions do not apply to inventory that is measured using LIFO or theretail inventory method. These provisions apply to all other inventory, which includes inventory that is measured using FIFO or average cost. These provisions areeffective for fiscal years beginning after December 15, 2016 (October 1, 2017 for us), including interim periods within those fiscal years, applied prospectively.Early adoption is permitted as of the beginning of an interim or annual reporting period. Given that the majority of our inventory is measured using LIFO, wecurrently do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 which is codified in ASC 606 “ RevenuefromContracts withCustomers” and supersedes both the revenuerecognition requirement to ASC 605 “ Revenue Recognition ” and most industry-specific guidance. The core principle of ASC 606 is that an entity shouldrecognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to beentitled in exchange for those goods or services. To achieve that core principle, an entity should apply the five steps set forth in ASC 606. An entity must alsodisclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arisingfrom contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments,and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14, “ RevenuefromContractswithCustomers:Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year. Therefore, these provisions are effective for annual reportingperiods beginning after December 15, 2017 (October 1, 2018 for us), including interim periods within that annual period, and can be applied using a fullretrospective or modified retrospective approach. The FASB has clarified this guidance in various updates (ASU 2016-08, ASU 2016-12 and ASU 2016-20) during2015 and 2016, all of which have the same effective date as the original guidance. We are evaluating the impact of these provisions. We will adopt the revenuestandard as of October 1, 2018 and currently expect to use the modified retrospective approach. We manufacture certain products that have no alternative use to us(since such products are made to specific customer orders), and we believe for certain customers we have a legally enforceable right to payment for performancecompleted to date on these manufactured products including a reasonable profit. For those manufactured products that meet these two criteria, we will recognizerevenue “over time” upon the adoption of ASC 606. This could result in (a) revenue recognition prior to the date of shipment or title transfer for these products and(b) an increase in unbilled receivables balances and a reduction in finished goods inventory balances on our balance sheet from historic and current levels. We arecontinuing to evaluate the impact of the provisions of the new revenue standard on the Company's financial position, results of operations and cash flows.

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Note3. EquityandOtherComprehensiveIncome(Loss)

Equity

The following is a summary of the changes in total equity for the nine months ended June 30, 2017 (in millions):

WestRockCompany

Stockholders’Equity

Noncontrolling (1)

Interests Total

EquityBalance at September 30, 2016 $ 9,728.8 $ 101.2 $ 9,830.0Net income (loss) attributable to common stockholders 512.1 (10.8) 501.3Other comprehensive income, net of tax 83.0 — 83.0Income tax benefit from share-based plans 1.0 — 1.0Compensation expense under share-based plans 52.8 — 52.8Cash dividends declared (per share - $1.20) (2) (304.5) — (304.5)Distributions and adjustments to noncontrolling interests — (42.8) (42.8)Issuance of common stock, net of stock received for minimum tax withholdings (3) 161.3 — 161.3Fair value of share-based awards issued in acquisition 1.9 — 1.9Purchases of common stock (93.0) — (93.0)Separation of Specialty Chemicals business 5.6 — 5.6Balance at June 30, 2017 $ 10,149.0 $ 47.6 $ 10,196.6

(1) Excludes amounts related to contingently redeemable noncontrolling interests, which are separately classified outside of permanent equity in themezzanine section of the Condensed Consolidated Balance Sheets.

(2) Includes cash dividends paid, and dividends declared but unpaid, related to the shares reserved but unissued to satisfy Smurfit-Stone bankruptcy claims.(3) Includes the issuance of approximately 2.4 million shares of Common Stock valued at $136.1 million in connection with the U.S. Corrugated Acquisition.

StockRepurchaseProgram

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of Common Stock, representing approximately 15% of ouroutstanding Common Stock as of July 1, 2015. The shares of Common Stock may be repurchased over an indefinite period of time at the discretion ofmanagement. Pursuant to the program, in the nine months ended June 30, 2017 , we repurchased approximately 1.8 million shares of Common Stock for anaggregate cost of $93.0 million . As of June 30, 2017 , we had approximately 24.7 million shares of Common Stock available for repurchase under the program.

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AccumulatedOtherComprehensiveLoss

The tables below summarize the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended June 30, 2017 andJune 30, 2016 (in millions):

Cash Flow

Hedges

Defined BenefitPension and

PostretirementPlans

ForeignCurrency

Items Total (1)

Balance at September 30, 2016 $ (0.2) $ (523.8) $ (102.4) $ (626.4)Other comprehensive (loss) income before

reclassifications (0.4) 19.7 4.7 24.0Amounts reclassified from accumulated other

comprehensive loss (income) (0.1) 29.4 — 29.3Sale of HH&B — 2.9 26.8 29.7Net current period other comprehensive (loss)

income (0.5) 52.0 31.5 83.0

Balance at June 30, 2017 $ (0.7) $ (471.8) $ (70.9) $ (543.4)

(1) All amounts are net of tax and noncontrolling interests.

Cash Flow

Hedges

Defined BenefitPension and

PostretirementPlans

ForeignCurrency

Items Total (1)

Balance at September 30, 2015 $ (1.4) $ (540.7) $ (238.1) $ (780.2)Other comprehensive (loss) income before

reclassifications (0.5) 1.4 133.4 134.3Amounts reclassified from accumulated other

comprehensive loss 1.0 5.4 20.2 26.6Separation of Specialty Chemicals business 0.4 1.9 5.6 7.9Net current period other comprehensive income 0.9 8.7 159.2 168.8

Balance at June 30, 2016 $ (0.5) $ (532.0) $ (78.9) $ (611.4)

(1) All amounts are net of tax and noncontrolling interests.

The net of tax amounts were determined using the jurisdictional statutory rates, and reflect effective tax rates averaging 37% to 38% for the ninemonths ended June 30, 2017 and 34% to 35% for the nine months ended June 30, 2016 . Although we are impacted by a number of currencies, foreigncurrency translation gains recorded in accumulated other comprehensive loss for the nine months ended June 30, 2017 were primarily due to the HH&B Saleas well as gains in the Canadian dollar and Mexican peso, partially offset by changes in the Yen and Brazilian Real exchange rates, each against the U.S.dollar. Foreign currency translation gains recorded in accumulated other comprehensive loss for the nine months ended June 30, 2016 were primarily due tothe changes in the Brazilian Real and Canadian dollar, both against the U.S. dollar. For the nine months ended June 30, 2017 , we recorded defined benefit netactuarial gains of $19.7 million , net of $15.1 million of deferred income tax expense, in other comprehensive (loss) income, primarily due to theremeasurement of the Plan at February 28, 2017. For the nine months ended June 30, 2017, amounts reclassified from accumulated other comprehensive losstotaled $59.0 million , net of deferred income tax of $17.8 million , primarily related to the HH&B Sale and pension settlement accounting in the Plan inFebruary 2017. For the nine months ended June 30, 2016 , we recorded defined benefit net actuarial gains of $1.4 million , net of tax of $0.8 million , in othercomprehensive income (loss), primarily due to the partial settlement and curtailment of certain defined benefit plans.

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The following table summarizes the reclassifications out of accumulated other comprehensive loss by component (in millions):

Three Months Ended Three Months Ended June 30, 2017 June 30, 2016

Pretax Tax Net ofTax Pretax Tax

Net ofTax

Amortization of defined benefit pension andpostretirement items (1) Actuarial losses (2) $ (4.8) $ 1.5 $ (3.3) $ (1.9) $ 0.6 $ (1.3)Prior service credits (costs) (2) 0.2 (0.1) 0.1 (0.4) 0.3 (0.1)Sale of HH&B (3) (4.2) 1.3 (2.9) — — —

Subtotal defined benefit plans (8.8) 2.7 (6.1) (2.3) 0.9 (1.4) Foreign currency translation adjustments

Sale of HH&B (3) (26.8) — (26.8) — — —Sale of foreign subsidiary (4) — — — (20.2) — (20.2)

Subtotal foreign currency translation adjustments (26.8) — (26.8) (20.2) — (20.2)Derivative Instruments (1)

Commodity cash flow hedges (5)

— — — (0.3) — (0.3)Foreign currency cash flow hedges (6)

0.3 (0.2) 0.1 (0.5) 0.2 (0.3)Subtotal derivative instruments

0.3 (0.2) 0.1 (0.8) 0.2 (0.6) Total reclassifications for the period $ (35.3) $ 2.5 $ (32.8) $ (23.3) $ 1.1 $ (22.2)

(1) Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “ Note14.Retirement

Plans” for additional details.(3) Included in gain on sale of HH&B.(4) Included in interest income and other income (expense), net.(5) These accumulated other comprehensive income components are included in cost of goods sold.(6) These accumulated other comprehensive income components are included in net sales.

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The following table summarizes the reclassifications out of accumulated other comprehensive loss by component (in millions):

Nine Months Ended Nine Months Ended June 30, 2017 June 30, 2016

Pretax Tax Net ofTax Pretax Tax

Net ofTax

Amortization of defined benefit pension andpostretirement items (1) Actuarial losses (2) $ (46.7) $ 16.9 $ (29.8) $ (6.5) $ 1.9 $ (4.6)Prior service credits (costs) (2) 0.7 (0.3) 0.4 (1.3) 0.5 (0.8)Sale of HH&B (3) (4.2) 1.3 (2.9) — — —

Subtotal defined benefit plans (50.2) 17.9 (32.3) (7.8) 2.4 (5.4)Foreign currency translation adjustments

Sale of HH&B (3) (26.8) — (26.8) — — —Sale of foreign subsidiary (4) — — — (20.2) — (20.2)

Subtotal foreign currency translation adjustments (26.8) — (26.8) (20.2) — (20.2)Derivative Instruments (1)

Commodity cash flow hedges (5)

— — — (1.4) 0.5 (0.9)Foreign currency cash flow hedges (6)

0.2 (0.1) 0.1 (0.2) 0.1 (0.1)Subtotal derivative instruments

0.2 (0.1) 0.1 (1.6) 0.6 (1.0)

Total reclassifications for the period $ (76.8) $ 17.8 $ (59.0) $ (29.6) $ 3.0 $ (26.6)

(1) Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “Note 14 . Retirement

Plans” for additional details.(3) Included in gain on sale of HH&B.(4) Included in interest income and other income (expense), net.(5) These accumulated other comprehensive income components are included in cost of goods sold.(6) These accumulated other comprehensive income components are included in net sales.

Note4. EarningsperShare

Restricted stock awards we grant to non-employee directors are considered participating securities as they receive non-forfeitable rights to dividends at thesame rate as Common Stock. As participating securities, we include these instruments in the earnings allocation in computing earnings per share under the two-class method described in ASC 260 “ EarningsperShare”. The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data):

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Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Basic earnings (loss) per share: Numerator:

Income from continuing operations$ 326.6 $ 152.4 $ 503.3 $ 241.2

Less: Net loss (income) from continuing operations attributable to noncontrollinginterest 1.5 (0.4) 8.8 (1.8)

Income available to common stockholders, before discontinued operations328.1 152.0 512.1 239.4

Less: Distributed and undistributed income available to participating securities (0.1) — (0.1) —Distributed and undistributed income attributable to common stockholders, before

discontinued operations 328.0 152.0 512.0 239.4Loss from discontinued operations (1) — (59.7) — (543.7)Net income (loss) attributable to common stockholders $ 328.0 $ 92.3 $ 512.0 $ (304.3)

Denominator: Basic weighted average shares outstanding 252.1 252.7 251.5 254.8

Basic earnings per share from continuing operations $ 1.30 $ 0.60 $ 2.04 $ 0.94Basic loss per share from discontinued operations — (0.23) — (2.13)Basic earnings (loss) per share attributable to common stockholders $ 1.30 $ 0.37 $ 2.04 $ (1.19)

Diluted earnings (loss) per share: Numerator:

Income from continuing operations$ 326.6 $ 152.4 $ 503.3 $ 241.2

Less: Net loss (income) from continuing operations attributable to noncontrollinginterest 1.5 (0.4) 8.8 (1.8)

Income available to common stockholders, before discontinued operations328.1 152.0 512.1 239.4

Less: Distributed and undistributed income available to participating securities (0.1) — (0.1) —Distributed and undistributed income attributable to common stockholders, before

discontinued operations 328.0 152.0 512.0 239.4Loss from discontinued operations (1) — (59.7) — (543.7)Net income (loss) attributable to common stockholders $ 328.0 $ 92.3 $ 512.0 $ (304.3)

Denominator: Basic weighted average shares outstanding 252.1 252.7 251.5 254.8Effect of dilutive stock options and non-participating securities 3.2 3.5 3.5 3.8Diluted weighted average shares outstanding 255.3 256.2 255.0 258.6

Diluted earnings per share from continuing operations $ 1.29 $ 0.59 $ 2.01 $ 0.93Diluted loss per share from discontinued operations — (0.23) — (2.11)Diluted earnings (loss) per share attributable to common stockholders $ 1.29 $ 0.36 $ 2.01 $ (1.18)

(1) Net of income attributable to noncontrolling interests of discontinued operations of $1.0 million and $4.3 million for the three and nine months ended June 30,2016 , respectively.

Weighted average shares include approximately 0.2 million and 0.3 million of reserved, but unissued, shares at June 30, 2017 and June 30, 2016 , respectively.These reserved shares will be distributed as claims are liquidated or resolved in accordance with the Smurfit-Stone Plan of Reorganization and Confirmation Order.

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Stock options and restricted stock in the amount of 0.6 million and 0.6 million common shares in the three and nine months ended June 30, 2017 ,respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive. Stock options and restricted stock in theamount of 1.9 million and 1.8 million common shares in the three and nine months ended June 30, 2016 , respectively, were not included in computing dilutedearnings per share because the effect would have been antidilutive.

Note5. AcquisitionsandInvestment

MPSAcquisition

On June 6, 2017, we completed the acquisition of MPS in a stock purchase. MPS is a global provider of print-based specialty packaging solutions and itsdifferentiated product offering includes premium folding cartons, inserts, labels and rigid packaging. We acquired the outstanding shares of MPS for $18.00 pershare in cash and the assumption of debt.

In connection with the MPS Acquisition, we paid cash of $1,351.1 million , net of cash received of $47.5 million . The purchase consideration included theassumption of $929.1 million of debt and approximately $1.9 million related to MPS equity awards that were replaced with WestRock equity awards with identicalterms for the pre-acquisition service. The amount related to post-acquisition service is being expensed over the remaining service period of the awards. Foradditional information on the converted awards see “ Note15.Stock-BasedCompensation”. We have included the financial results of MPS since the date of theacquisition in our Consumer Packaging segment.

The preliminary allocation of consideration primarily included $1,013.8 million of intangible assets, $893.2 million of goodwill, $495.1 million of property,

plant and equipment and $1,564.6 million of liabilities and noncontrolling interests, including debt and deferred income taxes. The fair value assigned to goodwillis primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and other synergies),the assembled work force, as well as due to establishing deferred taxes for the difference between book and tax basis of the assets and liabilities acquired. Thegoodwill and intangibles are not amortizable for income tax purposes. We are in the process of reviewing the estimated fair values of all assets acquired andliabilities assumed, including, among other things, obtaining final third-party valuations of certain tangible and intangible assets as well as the fair value of certaincontracts and the determination of certain tax balances; thus, the allocation of the purchase price is preliminary and subject to revision.

The following table summarizes the weighted average life and the preliminary allocation to intangible assets recognized in the MPS Acquisition, excludinggoodwill (in millions):

Weighted Avg.

Life Amounts Recognized as of

the Acquisition DateCustomer relationships 14.6 $ 996.1Trademarks and tradenames 3.0 15.2Photo library 10.0 2.5

Total 14.4 $ 1,013.8

None of the intangibles has significant residual value. We are amortizing the customer relationship intangibles over estimated useful lives ranging from 13.5 to16 years based on a straight-line basis because the amortization pattern was not reliably determinable.

U.S.CorrugatedAcquisition

On June 9, 2017, we completed the U.S. Corrugated Acquisition in a stock purchase. We acquired five corrugated converting facilities in Ohio, Pennsylvaniaand Louisiana that provide a comprehensive suite of products and services to customers in a variety of end markets, including food & beverage, pharmaceuticalsand consumer electronics. The transaction provides the opportunity to increase the vertical integration of our Corrugated Packaging segment by approximately105,000 tons of containerboard annually through the acquired facilities and another 50,000 tons under a long-term supply contract with another company owned bythe seller.

The purchase consideration for the U.S. Corrugated Acquisition was $193.7 million , net of cash received of $1.4 million and an unreceived working capitalsettlement of $3.4 million . The consideration included the issuance of 2.4 million shares of Common

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Stock valued at $136.1 million . We have included the financial results of the acquired assets since the date of the acquisition in our Corrugated Packagingsegment.

The preliminary allocation of consideration primarily included $76.9 million of customer relationship intangible assets, $104.1 million of goodwill, $32.4million of property, plant and equipment and $50.6 million of liabilities, including deferred income taxes. We are amortizing the customer relationship intangiblesover 7.5 years based on a straight-line basis because the amortization pattern was not reliably determinable. The fair value assigned to goodwill is primarilyattributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and other synergies), and theassembled work force, as well as due to establishing deferred taxes for the difference between book and tax basis of the assets and liabilities acquired. Thegoodwill and intangibles are not amortizable for income tax purposes. We are in the process of reviewing the estimated fair values of all assets acquired andliabilities assumed, including, among other things, obtaining final third-party valuations of certain tangible and intangible assets as well as the fair value of certaincontracts and the determination of certain tax balances; thus, the allocation of the purchase price is preliminary and subject to revision.

StarPizzaAcquisition

On March 13, 2017, we completed the purchase of certain assets and liabilities of Star Pizza Inc., a privately owned and operated corrugated pizza boxdistributor. The transaction provides us with a leadership position in the fast growing small-run pizza box market and increases our vertical integration. Thepurchase price was $34.7 million , net of a preliminary unreceived $0.6 million working capital settlement. We have included the financial results of the acquiredassets since the date of the acquisition in our Corrugated Packaging segment.

The preliminary purchase price allocation for the acquisition primarily included $24.8 million of customer relationship intangible assets and $2.3 million ofgoodwill. We are amortizing the customer relationship intangibles over 10 years based on a straight-line basis because the amortization pattern was not reliablydeterminable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reachof the combined organization and other synergies), and the assembled work force. We expect the goodwill and intangibles to be amortizable for income taxpurposes. We are in the process of reviewing the estimated fair values of all assets acquired and liabilities assumed; thus, the allocation of the purchase price ispreliminary and subject to revision.

GrupoGondiInvestment

On April 1, 2016, we completed the formation of a joint venture with Grupo Gondi in Mexico. We contributed $175.0 million in cash and the stock of anentity that owns three corrugated packaging facilities in Mexico in return for a 25.0% equity participation in the joint venture together with future put and callrights. The investment was valued at approximately $0.3 billion . The joint venture operates paper machines, corrugated packaging and high graphic folding cartonfacilities across various production sites. The majority equity holders manage the joint venture and we provide technical and commercial resources and supplycertain paperboard to the joint venture. We believe the joint venture will help grow our presence in the attractive Mexican market. As a result of the transaction, werecorded a pre-tax non-cash gain of $12.1 million included in “Interest income and other income (expense), net” on our Condensed Consolidated Statements ofOperations in the third quarter of fiscal 2016. The transaction includes future put and call rights with respect to the respective parties’ ownership interest in thejoint venture. We have included the financial results of the joint venture since the date of formation in our Corrugated Packaging segment, and are accounting forthe investment under the equity method. In the third quarter of fiscal 2017, the joint venture entity purchased shares from a minority partner. As a result, our equityparticipation in the joint venture increased to approximately 27.0% . The transaction continues to include future put and call rights with respect to the respectiveparties’ ownership interest in the joint venture.

PackagingAcquisition

On January 19, 2016, we completed a stock purchase of certain legal entities formerly owned by Cenveo Inc. The entities acquired provide value-addedfolding carton and litho-laminated display packaging solutions. The purchase price was $94.1 million , net of cash received of $1.7 million , a working capitalsettlement and a $3.5 million escrow receipt in the first quarter of fiscal 2017. The transaction is subject to an election under Section 338(h)(10) of the Code thatincreases the U.S. tax basis in the acquired U.S. entities. We believe the transaction has provided us with attractive and complementary customers, markets andfacilities. We have included the financial results of the acquired entities since the date of the acquisition in our Consumer Packaging segment.

The purchase price allocation for the acquisition primarily included $55.0 million of property, plant and equipment, $10.5 million of customer relationshipintangible assets, $9.3 million of goodwill and $25.8 million of liabilities, including $ 1.3 million of debt. We are amortizing the customer relationship intangiblesover estimated useful lives ranging from 9 to 15 years based on a straight-line basis because the amortization pattern was not reliably determinable. The fair valueassigned to goodwill is primarily

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attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and other synergies), and theassembled work force. The goodwill and intangibles of the U.S. entities are amortizable for income tax purposes.

SPFiber

On October 1, 2015, we acquired SP Fiber in a stock purchase. The transaction included the acquisition of mills located in Dublin, GA and Newberg, OR,which produce lightweight recycled containerboard and kraft and bag paper. The Newberg mill also produced newsprint. As part of the transaction, we alsoacquired SP Fiber's 48% interest in GPS. GPS is a joint venture providing steam to the Dublin mill and electricity to Georgia Power. The purchase price was$278.8 million , net of cash received of $9.2 million and a working capital settlement. In addition, we paid $36.5 million for debt owed by GPS and thereby ownthe majority of the debt issued by GPS.

The Dublin mill has helped balance the fiber mix of our mill system, including our ability to serve the increasing demand for lighter weight containerboard,and the addition of kraft and bag paper has diversified our product offering. Subsequent to the transaction, we announced the permanent closure of the Newbergmill due to the decline in market conditions of the newsprint business and our need to balance supply and demand in our containerboard system. We determinedGPS should be consolidated as a variable interest entity under ASC 810 “ Consolidation”. Our evaluation concluded that WestRock is the primary beneficiary ofGPS as WestRock has both the power and benefits as defined by ASC 810. We have included the financial results of SP Fiber and GPS since the date of theacquisition in our Corrugated Packaging segment.

The purchase price allocation for the acquisition primarily included $324.8 million of property, plant and equipment, $13.5 million of customer relationship

intangible assets, $57.3 million of goodwill and $150.3 million of liabilities and noncontrolling interests, including $13.7 million of debt primarily owed by GPS tothird parties. We are amortizing the customer relationship intangibles over 20 years based on a straight-line basis because the amortization pattern was not reliablydeterminable. The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reachof the combined organization and other synergies), the assembled work force of SP Fiber as well as due to establishing deferred taxes for the difference betweenthe book to tax basis of the assets and liabilities acquired. The goodwill and intangibles are not amortizable for income tax purposes.

Note6. DiscontinuedOperations

On May 15, 2016 , WestRock completed the Separation. Since the Separation, we have not beneficially owned any shares of Ingevity common stock andIngevity has been an independent public company trading under the symbol “NGVT” on the New York Stock Exchange. We disposed of the former SpecialtyChemicals segment in its entirety and ceased to consolidate its assets, liabilities and results of operations. Accordingly, we have presented the financial positionand results of operations of the former Specialty Chemicals segment as discontinued operations in the accompanying condensed consolidated financial statementsfor all periods presented.

In connection with the Separation, we and Ingevity entered into a separation and distribution agreement as well as various other agreements that provide aframework for the relationships between the parties going forward, including among others a tax matters agreement, a lease and ground service agreement withrespect to our Covington, Virginia facility, an intellectual property agreement, a crude tall oil and black liquor soap skimming supply agreement, a trust agreement,an employee matters agreement and a transition services agreement. These agreements provided for the allocation between us and Ingevity of assets, employees,liabilities and obligations attributable to periods prior to, at and after the Separation and govern certain relationships between us and Ingevity after the Separation.

Prior to the Separation, Ingevity, then a wholly-owned subsidiary of WestRock, borrowed $500.0 million in contemplation of the Separation. In addition,Ingevity assumed an $80.0 million , 7.67% capital lease obligation due January 15, 2027 owed to the City of Wickliffe, KY. In contemplation of the Separation,Ingevity also funded a trust in the amount of $68.9 million to secure the balloon principal payment of that capital lease upon the lease’s maturity. We remain a co-obligor on the capital lease obligation; therefore, the capital lease assumed by Ingevity remains recorded in our Condensed Consolidated Financial Statements inlong-term debt. At the time of the Separation, we recorded a $108.2 million long-term asset for the estimated fair value of the future principal and interestpayments on the capital lease obligation assumed by Ingevity. The value of the long-term asset and the long-term debt under the lease will reduce over the life ofthe lease using the effective interest method. The $500.0 million of debt and the $68.9 million in the trust were assumed by Ingevity, and were removed from ourCondensed Consolidated Financial Statements as part of our discontinued operations reporting.

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The following table presents the financial results of Specialty Chemicals’ discontinued operations (in millions):

Three Months Ended Nine Months Ended June 30, 2016 June 30, 2016Net sales $ 120.0 $ 533.7Cost of goods sold 83.8 387.5Gross Profit 36.2 146.2Selling, general and administrative, excluding intangible amortization 11.8 65.6Selling, general and administrative intangible amortization 5.9 28.8Restructuring and other costs, net 22.5 50.9Impairment of Specialty Chemicals goodwill and intangibles 101.1 579.4Operating loss (105.1) (578.5)Interest income (expense) and other income (expense), net 0.2 0.1Loss from discontinued operations before income taxes (104.9) (578.4)Income tax benefit 46.2 39.0Loss from discontinued operations $ (58.7) $ (539.4)

Restructuring and other costs, net are primarily associated with costs incurred to support the Separation and consist primarily of advisory, legal, accountingand other professional fees. Additionally, restructuring and other costs, net include $10.0 million of costs associated with the closure of Ingevity’s Duque de Caxiasfacility in Brazil and other severance and stock-based compensation expenses.

In the first quarter of fiscal 2016, as part of our evaluation of whether events or changes in circumstances had occurred that would indicate whether it wasmore likely than not that the goodwill of our then-owned Specialty Chemicals reporting unit was impaired, we considered factors such as, but not limited to,macroeconomic conditions, industry and market considerations, and financial performance, including the planned revenue and earnings of the reporting unit. Weconcluded that an impairment indicator had occurred related to the goodwill of the Specialty Chemicals reporting unit and that the indicator was driven by marketfactors subsequent to the Combination.

Accordingly, we performed a “Step 1” goodwill impairment test where we updated the discounted cash flow analysis used to determine the reporting unit’sinitial fair value on July 1, 2015. We also compared those results to the valuations performed by our investment bankers in connection with the planned separationof the Specialty Chemicals business. Based on the results of the impairment test and analysis, we concluded that the fair value of the Specialty Chemicals reportingunit was less than its carrying amount and performed a “Step 2” goodwill impairment test to determine the amount of impairment loss, if any. As part of theanalysis, we determined that the carrying value of the property, plant and equipment and intangibles, all of which have finite lives, on a “held and used” basis didnot exceed the estimated undiscounted future cash flows.

In light of changing market conditions, expected revenue and earnings of the reporting unit, lower comparative market valuations for companies in SpecialtyChemicals’ peer group and our preliminary “Step 2” test, we concluded that an impairment of the Specialty Chemicals reporting unit was probable and could bereasonably estimated. As a result, we recorded a pre-tax and after-tax non-cash goodwill impairment charge of $478.3 million . This amount is included in the lineitem “Loss from discontinued operations” in the Condensed Consolidated Statements of Operations. No tax benefit was recorded for the goodwill impairment.

Until the completion of the Separation, GAAP required us to assess impairment of the Specialty Chemicals’ long-lived assets using the “held and used” modelwhich is based on undiscounted future cash flows. Under this model, if the expected cash flows over the life of the primary asset of the reporting unit were inexcess of the carrying amount, then there would be no impairment. At the date of the Separation, we assessed Specialty Chemical’s assets for potential impairmentusing the “held for sale” model. This model compares the fair value of the disposal unit to its carrying value and if the fair value less cost to sell is lower, then animpairment loss would be recorded. At the date of the Separation, we evaluated our intangibles, which consisted predominantly of customer list intangibles forimpairment. Our analysis at May 15, 2016 , using the income approach (multi-period excess earnings method), indicated that there was a $101.1 million pre-taxnon-cash impairment of the Specialty Chemicals customer relationships intangible. The impairment loss was recorded on the Separation and is included as acomponent of discontinued operations.

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The following table presents the significant non-cash items and capital expenditures for Specialty Chemicals’ that are included in the Condensed ConsolidatedStatements of Cash Flows (in millions):

Nine Months Ended June 30, 2016Depreciation, depletion and amortization $ 57.2Impairment of Specialty Chemicals goodwill and intangibles $ 579.4Capital expenditures $ 43.9

Note7. AssetsHeldForSale

During the second quarter of fiscal 2017, we committed to a plan to sell HH&B. On January 23, 2017, we announced we had entered into an agreement withcertain subsidiaries of Silgan under which Silgan would purchase HH&B for approximately $1.025 billion in cash plus the assumption of approximately $25million in foreign pension liabilities. Accordingly, in the second quarter of fiscal 2017, all the assets and liabilities of HH&B were reported in the CondensedConsolidated Balance Sheet as assets and liabilities held for sale. We discontinued recording depreciation and amortization while the assets were held for sale. OnApril 6, 2017, we announced that we had completed the HH&B Sale. We used the proceeds from the sale of the business in connection with the MPS Acquisition.We recorded a pre-tax gain on sale of HH&B of $190.6 million during the third quarter of fiscal 2017.

Due to our accelerated monetization strategy, our Land and Development portfolio has met the held for sale criteria and is reflected as assets held for sale.

Assets held for sale at June 30, 2017 of $200.7 million include $170.7 million of Land and Development portfolio assets, with the remainder primarily related toclosed facilities. As of September 30, 2016 , the $52.3 million of assets held for sale were primarily related to assets under contract in our Land and Developmentsegment.

Note8. RestructuringandOtherCosts,Net

SummaryofRestructuringandOtherInitiatives

We recorded pre-tax restructuring and other costs, net of $59.4 million and $158.7 million for the three and nine months ended June 30, 2017 , respectively,and $43.1 million and $317.0 million for the three and nine months ended June 30, 2016 , respectively. These amounts are not comparable since the timing andscope of the individual actions associated with a restructuring, acquisition or integration can vary. The restructuring and other costs, net exclude the SpecialtyChemicals costs which are included in discontinued operations. We discuss our restructuring and other costs, net in more detail below and those charged todiscontinued operations in “ Note6.DiscontinuedOperations”.

When we close a facility, if necessary, we recognize an impairment charge primarily to reduce the carrying value of equipment or other property to theirestimated fair value less cost to sell, and record charges for severance and other employee related costs. Any subsequent change in fair value less cost to sell priorto disposition is recognized as identified; however, no gain is recognized in excess of the cumulative loss previously recorded. At the time of each announcedclosure, we generally expect to record future charges for equipment relocation, facility carrying costs, costs to terminate a lease or contract before the end of itsterm and other employee related costs. Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into largewell-equipped plants that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives. Therefore, we havetransferred a substantial portion of each plant’s assets and production to our other plants. We believe these actions have allowed us to more effectively manage ourbusiness.

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While restructuring costs are not charged to our segments and, therefore, do not reduce segment income, we highlight the segment to which the charges relate.The following table presents a summary of restructuring and other charges, net, related to active restructuring and other initiatives that we incurred during the threeand nine months ended June 30, 2017 and June 30, 2016 , the cumulative recorded amount since we started the initiative, and our estimate of the total we expect toincur (in millions):

SummaryofRestructuringandOtherCosts,Net

Segment Period

Net Property,Plant and

Equipment (1)

Severanceand OtherEmployeeRelatedCosts

Equipmentand Inventory

RelocationCosts

FacilityCarrying

Costs OtherCosts Total

CorrugatedPackaging (2)

Current Qtr. $ 0.4 $ 0.2 $ 0.3 $ 1.4 $ (0.1) $ 2.2 YTD Fiscal 2017 (0.9) (4.5) 1.8 4.7 0.6 1.7 Prior Year Qtr. 1.4 0.4 — 3.4 0.4 5.6 YTD Fiscal 2016 181.3 15.6 0.3 15.9 8.8 221.9 Cumulative 218.7 35.3 6.4 35.7 22.3 318.4 Expected Total 218.7 36.4 7.0 37.7 22.9 322.7

ConsumerPackaging (3)

Current Qtr. 6.0 12.7 1.2 0.1 0.4 20.4 YTD Fiscal 2017 25.7 20.7 2.2 0.1 18.3 67.0 Prior Year Qtr. 1.5 3.4 0.4 0.1 — 5.4 YTD Fiscal 2016 (0.5) 4.0 0.9 0.5 — 4.9 Cumulative 35.0 28.7 4.3 1.8 18.8 88.6 Expected Total 35.0 28.7 4.5 2.3 18.8 89.3

Land andDevelopment (4)

Current Qtr. — 0.8 — — — 0.8 YTD Fiscal 2017 — 2.3 — — — 2.3 Prior Year Qtr. — — — — — — YTD Fiscal 2016 — — — — — — Cumulative — 12.9 — — — 12.9 Expected Total — 14.6 — — — 14.6

Other (5) Current Qtr. — 0.2 — — 35.8 36.0

YTD Fiscal 2017 0.1 0.7 — — 86.9 87.7 Prior Year Qtr. — — — — 32.1 32.1 YTD Fiscal 2016 1.2 0.9 — — 88.1 90.2 Cumulative 1.4 2.2 — — 474.0 477.6 Expected Total 1.4 2.2 — — 474.0 477.6

Total Current Qtr. $ 6.4 $ 13.9 $ 1.5 $ 1.5 $ 36.1 $ 59.4

YTD Fiscal 2017 $ 24.9 $ 19.2 $ 4.0 $ 4.8 $ 105.8 $ 158.7

Prior Year Qtr. $ 2.9 $ 3.8 $ 0.4 $ 3.5 $ 32.5 $ 43.1

YTD Fiscal 2016 $ 182.0 $ 20.5 $ 1.2 $ 16.4 $ 96.9 $ 317.0

Cumulative $ 255.1 $ 79.1 $ 10.7 $ 37.5 $ 515.1 $ 897.5

Expected Total $ 255.1 $ 81.9 $ 11.5 $ 40.0 $ 515.7 $ 904.2

(1) We have defined “ NetProperty,PlantandEquipment” as used in this Note8to represent property, plant and equipment impairment losses, subsequentadjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts andsupplies, and accelerated depreciation on such assets, if any.

(2) The Corrugated Packaging segment current quarter and year to date income primarily reflects on-going closure costs at previously closed facilities largelyoffset by the gain on sale of a previously closed recycling facility and severance adjustments.

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The prior year quarter charges primarily reflect charges at a recycling facility and on-going closure costs at previously closed facilities. The prior year to datecharges primarily reflect charges associated with the permanent closures of the Coshocton, OH and Uncasville, CT medium mills, the Newberg, ORcontainerboard and newsprint mill, the Vapi, India linerboard mill, restructuring activities at a recycling facility and on-going closure costs at previouslyclosed facilities. The cumulative charges are primarily associated with the closure of the Coshocton, Uncasville, Newberg, Vapi, India and Matane, Quebecmills, cumulative closure of corrugated container plants and recycled collection facilities and gains and losses associated with the sale of closed facilities. Wehave transferred a substantial portion of each closed facility's production to our other facilities.

(3) The Consumer Packaging segment current quarter charges primarily reflect charges associated with the consolidation of operations following the MPSAcquisition and on-going closure costs at previously closed facilities. The current year to date charges primarily reflect the charges associated with theconsolidation of operations following the MPS Acquisition, a folding carton facility including a $17.6 million impairment of a customer relationshipintangible, included in other costs, beverage facilities and on-going closure costs at previously closed facilities. The prior year quarter charges primarily reflectthe charges associated with a folding carton and merchandising displays facility and on-going closure costs at previously closed facilities. The prior year todate charges primarily reflect the charges associated with a folding carton and merchandising displays facility, on-going closure costs at previously closedfacilities that were partially offset by the gain on sale of the Cincinnati, OH specialty recycled paperboard mill. The cumulative charges primarily reflect theconsolidation of operations following the MPS Acquisition, the aforementioned customer relationship intangible impairment, our Cincinnati, OH mill andcumulative closures of folding carton, beverage and merchandising display facilities. We have transferred a substantial portion of each closed facility'sproduction to our other facilities.

(4) The Land and Development segment current quarter, year to date and cumulative charges reflect severance and other employee costs related to personnelreductions in the segment.

(5) The expenses in the “Other” segment primarily reflect costs that we consider as related to Corporate that primarily consist of costs incurred as a result ofacquisition, integration and divestiture expenses, excluding the fiscal 2016 Specialty Chemicals costs which are included in discontinued operations. Thecharges in the Net Property, Plant and Equipment column are primarily for the write-off of leasehold improvements associated with the Combination andincluded in integration expenses in following table. The pre-tax charges in the “Other” segment are summarized below (in millions):

AcquisitionExpenses

IntegrationExpenses

DivestitureExpenses Other Expenses Total

Current Qtr. $ 19.6 $ 14.3 $ 1.9 $ 0.2 $ 36.0YTD Fiscal 2017 $ 23.9 $ 51.9 $ 10.0 $ 1.9 $ 87.7Prior Year Qtr. $ 1.4 $ 30.3 $ — $ 0.4 $ 32.1YTD Fiscal 2016 $ 6.9 $ 82.0 $ — $ 1.3 $ 90.2

Acquisition expenses include expenses associated with mergers, acquisitions and other business combinations, whether consummated or not, as well aslitigation expenses associated with mergers, acquisitions and business combinations, net of recoveries. Acquisition expenses primarily consist of advisory,legal, accounting, valuation and other professional or consulting fees. Integration expenses reflect primarily severance and other employee costs, professionalservices including work being performed to facilitate merger and acquisition integration, such as information systems integration costs, lease expense andother costs. Divestiture expenses in fiscal 2017 are primarily associated with the evaluation of strategic alternatives and the sale of HH&B and consistprimarily of advisory, legal, accounting and other professional fees. Due to the complexity and duration of the integration activities associated with theCombination, the precise amount expected to be incurred has not been quantified in the “Expected Total” in the SummaryofRestructuringandOtherCosts,Nettable above. We expect integration activities from the Combination to continue during fiscal 2017.

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The following table represents a summary of and the changes in the restructuring accrual, which is primarily composed of lease commitments, accruedseverance and other employee costs, and a reconciliation of the restructuring accrual charges to the line item “ Restructuring and other costs, net” on ourCondensed Consolidated Statements of Operations (in millions):

Nine Months Ended June 30, 2017 2016Accrual at beginning of fiscal year $ 44.8 $ 21.4Accruals acquired in acquisition 3.5 —Additional accruals 39.5 57.1Payments (40.9) (41.0)Adjustment to accruals (6.2) 0.1Accrual at June 30 $ 40.7 $ 37.6

Reconciliationofaccrualsandchargestorestructuringandothercosts,net(in millions): Nine Months Ended June 30,

2017 2016Additional accruals and adjustments to accruals (see table above) $ 33.3 $ 57.2Acquisition expenses 23.9 6.9Integration expenses 35.9 50.0Divestiture expenses 10.0 —Net property, plant and equipment 24.9 182.0Severance and other employee expense 3.0 2.9Equipment and inventory relocation costs 4.0 1.2Facility carrying costs 4.8 16.4Other expense 18.9 0.4Total restructuring and other costs, net $ 158.7 $ 317.0 Note9. IncomeTaxes

The effective tax rates from continuing operations for the three and nine months ended June 30, 2017 were 15.7% and 17.7% , respectively. The effective taxrates from continuing operations for the three and nine months ended June 30, 2016 were 39.5% and 39.7% , respectively. The effective tax rate from continuingoperations for the three months ended June 30, 2017 was lower than the statutory federal rate primarily due to (a) low rates of tax applicable to the HH&B Sale, (b)favorable tax items such as the domestic manufacturer’s deduction, (c) lower tax rates applied to foreign earnings, primarily in Canada, (c) an income tax benefitrelated to a reduction in a valuation allowance partially offset by (d) the inclusion of state taxes, (e) a net income tax expense for the establishment of certainforeign deferred tax liabilities and the annual domestic return-to-provision true ups and (f) the exclusion of tax benefits related to losses recorded by certain foreignoperations. The effective tax rate from continuing operations for the nine months ended June 30, 2017 was lower than the statutory federal rate primarily due to (a)low rates of tax applicable to the HH&B Sale, (b) a $23.8 million tax benefit related to the reduction of a state deferred tax liability as a result of an internal U.S.legal entity restructuring that will simplify future operating activities within the U.S., (c) favorable tax items, such as the domestic manufacturer’s deduction, (d)lower tax rates applied to foreign earnings, primarily in Canada, partially offset by (e) the exclusion of tax benefits related to losses recorded by certain foreignoperations and (f) the inclusion of state taxes. The effective tax rate from continuing operations for the three and nine months ended June 30, 2016 was higher thanthe statutory federal rate primarily due to the impact of (a) state taxes, (b) the exclusion of tax benefits related to losses recorded by certain foreign operations, and(c) no tax benefit being recorded for the non-deductible goodwill disposed of in connection with the contribution to the Grupo Gondi joint venture, partially offsetby (d) favorable tax items such as the domestic manufacturer’s deduction and (e) a tax rate differential applied to certain foreign earnings, primarily in Canada.

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Note10. Inventories

We value substantially all of our U.S. inventories at the lower of cost or market, with cost determined by LIFO, which we believe generally results in a bettermatching of current costs and revenues than under the FIFO inventory valuation method. In periods of increasing costs, LIFO generally results in higher cost ofgoods sold than under FIFO. In periods of decreasing costs, the results are generally the opposite. Since LIFO is designed for annual determinations, it is possibleto make an actual valuation of inventory under LIFO only at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, we baseinterim LIFO estimates on management’s projection of expected year-end inventory levels and costs. We value all other inventories at the lower of cost or market,with cost determined using methods which approximate cost computed on a FIFO basis. These other inventories represent primarily foreign inventories and certaininventoried spare parts and supplies inventories.

Inventories were as follows (in millions):

June 30,

2017 September 30,

2016Finished goods and work in process $ 902.8 $ 800.6Raw materials 571.0 535.7Spare parts and supplies 361.1 335.7Inventories at FIFO cost 1,834.9 1,672.0LIFO reserve (67.8) (33.8)Net inventories $ 1,767.1 $ 1,638.2

Note11. Property,PlantandEquipment

Property, plant and equipment, net consists of the following (in millions):

June 30,

2017 September 30,

2016Property, plant and equipment at cost:

Land and buildings $ 2,001.2 $ 2,307.9Machinery and equipment 11,298.6 10,672.9Forestlands and mineral rights 201.8 201.1Transportation equipment 29.6 27.6Leasehold improvements 56.3 62.4

13,587.5 13,271.9Less accumulated depreciation and amortization (4,510.2) (3,977.6)

Property, plant and equipment, net $ 9,077.3 $ 9,294.3

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Note12. Debt

At June 30, 2017 , our Credit Facility, Farm Credit Facility and public bonds were unsecured. For more information, see “ Note10.Debt” of the Notes toConsolidated Financial Statements section of the Fiscal 2016 Form 10-K.

The following were individual components of debt (in millions):

June30,2017 September30,2016

CarryingValue WeightedAvg.InterestRate CarryingValue

WeightedAvg.InterestRate

Public bonds due fiscal 2017 to 2022 $ 1,487.8 4.1% $ 1,651.0 3.9%Public bonds due fiscal 2023 to 2027 378.8 4.2% 411.8 4.3%Public bonds due fiscal 2030 to 2033 978.2 5.2% 987.5 4.7%Public bonds due fiscal 2037 to 2047 178.9 6.3% 179.2 6.0%Term loan facilities 2,196.5 2.3% 2,195.7 1.8%Revolving credit and swing facilities 515.9 1.0% — N/AReceivables-backed financing facility 415.0 2.1% — N/ACapital lease obligations 178.5 4.3% 184.4 4.2%Supplier financing and commercial card programs 117.3 N/A 106.0 N/AInternational and other debt 75.9 6.7% 73.6 7.3%

Total debt 6,522.8 3.3% 5,789.2 3.3%Less current portion of debt 710.5 292.9 Long-term debt due after one year $ 5,812.3 $ 5,496.3

A portion of the debt classified as long-term, principally our Credit Facility and Receivables Facility, may be paid down earlier than scheduled at ourdiscretion without penalty. Certain restrictive covenants govern our maximum availability under our credit facilities. We test and report our compliance with thesecovenants as required and were in compliance with all of our covenants at June 30, 2017 . The carrying value of our debt includes the fair value step-up of debtacquired in mergers and acquisitions. Total debt at June 30, 2017 and September 30, 2016 includes unamortized fair market value step-up of $288.7 million and$316.3 million , respectively. The weighted average interest rate also includes the fair value step-up. Excluding the step-up, the weighted average interest rate ontotal debt was 3.9% .

At June 30, 2017 , we had $112.9 million of outstanding letters of credit not drawn upon. At June 30, 2017 , we had approximately $2.3 billion of availabilityunder our committed credit facilities. This liquidity may be used to provide for ongoing working capital needs and for other general corporate purposes, includingacquisitions, dividends and stock repurchases. The estimated fair value of our debt was approximately $6.7 billion and $6.0 billion as of June 30, 2017 andSeptember 30, 2016 , respectively. The fair value of our long-term debt is primarily either based on quoted prices for those or similar instruments, or approximatethe carrying amount as the variable interest rates reprice frequently at observable current market rates, and are categorized as level 2 within the fair value hierarchy.

PublicBondsandOtherIndebtedness

In connection with the Combination, the public bonds previously issued by WestRock RKT Company and WestRock MWV, LLC are guaranteed byWestRock and have cross-guarantees between the two companies. The IDBs associated with the capital lease obligations of WestRock MWV, LLC are guaranteedby WestRock. The public bonds are unsecured unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecuredunsubordinated obligations. The public bonds are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assetssecuring such debt. The range of due dates on our public bonds are set forth in the table above, and our capital lease obligations are primarily due in fiscal 2026 to2035. International and other debt, as captioned above, is primarily in Brazil and India. On March 1, 2017, we paid off $150.0 million of public bonds that maturedwith funds from our existing credit facilities.

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TermLoansandRevolvingCreditFacilities

In connection with the Combination, on July 1, 2015, WestRock entered into a credit agreement (the “ CreditAgreement”) that provided for a 5 -year seniorunsecured term loan in an aggregate principal amount of $2.3 billion and a 5 -year senior unsecured revolving credit facility in an aggregate committed principalamount of $2.0 billion (together the “ Credit Facility”). On July 1, 2015, we drew $1.2 billion of the $2.3 billion unsecured term loan and $1.1 billion wasavailable to be drawn on a delayed draw basis not later than April 1, 2016 in up to two separate draws. On March 24, 2016, we drew $600.0 million of the thenavailable $1.1 billion delayed draw term loan facility for general corporate purposes and the balance of the delayed draw term loan facility was terminated. OnJune 22, 2016, we pre-paid $200.0 million of amortization payments through the second quarter of fiscal 2018.

On July 1, 2016, we executed an option to extend the term of the 5 -year senior unsecured revolving credit facility for one year beyond the original term. OnJune 30, 2017, we executed an option to extend the term of the senior unsecured revolving credit facility for a second additional year. Approximately $1.9 billionof the original $2.0 billion aggregate committed principal amount has been extended to July 1, 2022, and the remainder will continue to mature on July 1, 2020. Upto $150.0 million under the revolving credit facility may be used for the issuance of letters of credit. In addition, up to $400.0 million of the revolving creditfacility may be used to fund borrowings in non-U.S. dollar currencies, including Canadian dollars, Euro and Pound Sterling. Additionally, we may request up to$200.0 million of the revolving credit facility to be allocated to a Mexican peso revolving credit facility. At June 30, 2017 and September 30, 2016 , we had noamounts outstanding under the revolving credit facility.

On July 1, 2015, three WestRock wholly-owned subsidiaries, RockTenn CP, LLC, a Delaware limited liability company, Rock-Tenn Converting Company, aGeorgia corporation, and MeadWestvaco Virginia Corporation, a Delaware corporation, as borrowers, entered into a credit agreement (the “ FarmLoanCreditAgreement”) with CoBank ACB, as administrative agent. The Farm Loan Credit Agreement provides for a 7 -year senior unsecured term loan in an aggregateprincipal amount of $600.0 million (the “ FarmCreditFacility”). The Farm Credit Facility is guaranteed by WestRock, RockTenn and MWV. At June 30, 2017and September 30, 2016 , there was $600.0 million outstanding under this facility.

On December 1, 2015, we entered into a $200.0 million uncommitted and revolving line of credit with Sumitomo Mitsui Banking Corporation that matured onDecember 1, 2016. We renewed on February 10, 2017, and the facility now matures on February 12, 2018. At June 30, 2017 and September 30, 2016 , we had$51.0 million and no amounts outstanding under this facility, respectively.

On February 11, 2016, we entered into a $100.0 million uncommitted and revolving line of credit with the Bank of Tokyo-Mitsubishi UFJ, LTD. The facilitymatured on February 9, 2017, and was not renewed.

On March 4, 2016, we entered into a $100.0 million uncommitted and revolving line of credit with Coöperatieve Rabobank U.A., New York Branch. Thefacility matured on March 2, 2017 and was renewed as a Euro dollar facility on the same day. The facility is an uncommitted revolving line of credit in the amountof €100.0 million . The facility will be available in Euros only, and continues until terminated in writing by WestRock or the lender. At June 30, 2017 andSeptember 30, 2016 , we had no amounts outstanding under this facility.

On May 15, 2017, we entered into a $600.0 million European revolving credit facility with Coöperatieve Rabobank U.A., New York Branch as theadministrative agent for the syndicate of banks. This facility provides for a 364-day unsecured Euro and Sterling denominated borrowing of not more than $200.0million and $400.0 million U.S. dollar equivalent, respectively. The facility matures on May 14, 2018. At June 30, 2017, we had $464.9 million outstanding underthis facility.

Receivables-BackedFinancingFacility

We have a $700.0 million Receivables Facility. On July 22, 2016, we executed an agreement to extend the maturity of this facility from October 24, 2017 toJuly 22, 2019. At June 30, 2017 and September 30, 2016 , maximum available borrowings, excluding amounts outstanding under the Receivables Facility, were$570.6 million and $584.3 million , respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at June 30, 2017was approximately $828 million . We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to theReceivables Facility agreement. At June 30, 2017 and September 30, 2016 , we had $415.0 million and no amounts outstanding under this facility.

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Note13. FairValue

AssetsandLiabilitiesMeasuredorDisclosedatFairValue

We estimate fair values in accordance with ASC 820, “Fair ValueMeasurement”. ASC 820 provides a framework for measuring fair value and expandsdisclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and a hierarchy prioritizing the inputs to valuationtechniques. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or mostadvantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levelswithin the hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and valuationtechniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respectivecounterparty’s nonperformance risk in our fair value measurements.

We disclose the fair value of our long-term debt in “ Note12.Debt” and the fair value of our pension and postretirement assets and liabilities in “ Note14.RetirementPlans” of the Notes to Consolidated Financial Statements section of the Fiscal 2016 Form 10-K. We have, or from time to time may have, variousassets or liabilities whose fair value are not significant, such as supplemental retirement savings plans that are nonqualified deferred compensation plans pursuantto which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar classes of assets or liabilities.

AccountsReceivableSalesAgreement

In fiscal 2014, we entered into an agreement (the “ A/RSales Agreement”) to sell to a third-party financial institution all of the short-term receivablesgenerated from certain customer trade accounts, on a revolving basis, until the agreement is terminated by either party. The A/R Sales Agreement has beenamended periodically. On June 27, 2016, it was amended to increase the maximum amount of receivables to $400.0 million . Transfers under this agreement meetthe requirements to be accounted for as sales in accordance with guidance in ASC 860, “ TransfersandServicing”.

The following table represents a summary of the activity under the A/R Sales Agreement for the nine months ended June 30, 2017 and June 30, 2016 (inmillions):

Nine Months Ended June 30, 2017 2016Receivable from financial institution at beginning of fiscal year $ 13.8 $ 5.8Receivables sold to the financial institution and derecognized 1,141.2 1,095.1Receivables collected by financial institution (1,106.1) (987.0)Cash proceeds from financial institution (41.5) (97.2)Receivable from financial institution at June 30, $ 7.4 $ 16.7

Cash proceeds related to receivables sold are included in cash from operating activities in the Condensed Consolidated Statement of Cash Flows in theaccounts receivable line item. The loss on sale is not material as it is currently less than $7 million per fiscal year, and is recorded in interest income and otherincome (expense), net. Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collectionsservices related to the transferred assets. The associated servicing liability is not material given the high quality of the customers underlying the receivables and theanticipated short collection period.

FinancialInstrumentsNotRecognizedatFairValue

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivable, certain othercurrent assets, short-term debt, accounts payable, certain other current liabilities, and long-term debt. With the exception of long-term debt, the carrying amounts ofthese financial instruments approximate their fair values due to their short maturities.

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FairValueofNonfinancialAssetsandNonfinancialLiabilities

We measure certain nonfinancial assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities include cost and equity methodinvestments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange,and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During thenine months ended June 30, 2017 and June 30, 2016 , we did not have any significant nonfinancial assets or nonfinancial liabilities that were measured at fair valueon a nonrecurring basis in periods subsequent to initial recognition other than the goodwill impairment of our former Specialty Chemicals reporting unit in firstquarter of fiscal 2016 and the intangible impairment in the Specialty Chemicals segment in the third quarter of fiscal 2016 following the Separation, each asdiscussed in “ Note6.DiscontinuedOperations”.

Note14. RetirementPlans

We have defined benefit pension plans and other postretirement benefit plans for certain U.S. and non-U.S. employees. Certain plans were frozen for salariedand non-union hourly employees at various times in the past, although some employees meeting certain criteria are still accruing benefits. In addition, underseveral labor contracts, we make payments, based on hours worked, into MEPP trusts established for the benefit of certain collective bargaining employees infacilities both inside and outside the U.S. We also have supplemental executive retirement plans and other non-qualified defined benefit pension plans that provideunfunded supplemental retirement benefits to certain of our current and former executives. The supplemental executive retirement plans provide for incrementalpension benefits in excess of those offered in our principal pension plan. The other postretirement benefit plans provide certain health care and life insurancebenefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans. For more information regarding ourretirement plans, see “ Note14.RetirementPlans” of the Notes to Consolidated Financial Statements section of the Fiscal 2016 Form 10-K.

The following table represents a summary of the components of net pension cost (credit) (in millions):

Three Months Ended Nine Months Ended

June 30, June 30,

2017 2016 2017 2016Service cost $ 10.0 $ 8.2 $ 33.9 $ 41.7Interest cost 48.8 78.2 145.8 232.9Expected return on plan assets (75.3) (103.3) (232.5) (309.3)Amortization of net actuarial loss 5.8 2.9 19.8 8.2Amortization of prior service cost 1.1 1.0 3.1 2.9Curtailment gain recognized — — — (1.0)Settlement loss recognized — — 28.7 —Special termination benefits 8.0 6.5 12.7 17.6

Company defined benefit plan (credit) cost (1.6) (6.5) 11.5 (7.0)Multiemployer and other plans 1.1 1.6 3.5 4.4Net pension (credit) cost $ (0.5) $ (4.9) $ 15.0 $ (2.6)

During the three and nine months ended June 30, 2017 , we made contributions of $8.6 million and $28.1 million , respectively, to our qualified andsupplemental defined benefit pension plans. During the three and nine months ended June 30, 2016 , we made contributions of $14.3 million and $39.9 million ,respectively, to our qualified and supplemental defined benefit pension plans.

During the second quarter of fiscal 2017, our year-to date lump sum payments to certain beneficiaries of the Plan, together with several one-time severancebenefit payments out of the Plan, triggered pension settlement accounting and a remeasurement of the Plan as of February 28, 2017. As a result of settlementaccounting, we recognized as a current period expense a pro-rata portion of the unamortized net actuarial loss, after remeasurement, and recorded a $28.7 millionnon-cash charge to our earnings in the second quarter of 2017. The lump sum payments were to certain eligible former employees who were not currently receivinga monthly benefit. Eligible former employees whose present value of future pension benefits exceeded a certain minimum threshold had the option to eithervoluntarily accept lump sum payments or to not accept the offer and continue to be entitled to their monthly benefit upon retirement. Lump sum and one-timeseverance benefits payments of $203.7 million were made out of existing plan assets of the Plan. The discount rate used in the plan remeasurement was 4.49% , anincrease from 4.04% for the Plan at September 30, 2016. The expected long-term rate of return on plan assets was unchanged. As a result of the February 28, 2017remeasurement,

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the funded status of the Plan increased by $73.2 million as compared to September 30, 2016. The increase in the funded status was primarily due to a reduction inthe plan obligations due to the increase in the discount rate.

The other postretirement benefit plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified ageand service requirements as defined by the plans. The following table represents a summary of the components of the net postretirement (credit) cost (in millions):

Three Months Ended Nine Months Ended June 30, June 30,

2017 2016 2017 2016Service cost $ 0.4 $ 0.4 $ 1.0 $ 1.7Interest cost 1.8 1.9 5.4 6.0Amortization of net actuarial gain (0.3) (0.8) (0.9) (1.4)Amortization of prior service credit (1.3) (0.5) (3.8) (1.5)Net postretirement cost (credit) $ 0.6 $ 1.0 $ 1.7 $ 4.8

During the three and nine months ended June 30, 2017 , we funded an aggregate of $3.5 million and $6.5 million , respectively, to our other postretirementbenefit plans. During the three and nine months ended June 30, 2016 , we funded an aggregate of $2.2 million and $9.3 million , respectively, to our otherpostretirement benefit plans.

Note15. Stock-BasedCompensation

StockOptionsandStockAppreciationRights

Stock options granted under our plans generally have an exercise price equal to the closing market price on the date of grant, generally vest in three years, ineither one tranche or in approximately one-third increments, and have 10 -year contractual terms. However, a portion of our grants are subject to earlier expenserecognition due to retirement eligibility rules. Presently, other than circumstances such as death, disability and retirement, grants generally include a provisionrequiring both a change of control and termination of employment to accelerate vesting.

The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2017 and June 30, 2016 was $12.1 million and $2.8 million ,respectively. The aggregate intrinsic value of stock options exercised during the nine months ended June 30, 2017 and June 30, 2016 was $35.4 million and $6.1million , respectively. The table below summarizes the changes in all stock options during the nine months ended June 30, 2017 :

Stock Options

WeightedAverageExercise

Price

WeightedAverage

RemainingContractual

Term (in years)

AggregateIntrinsicValue

(in millions)Outstanding at September 30, 2016 8,065,816 $ 29.73 Granted — — Exercised (1,548,607) 29.71 Expired (14,535) 50.99 Forfeited (58,097) 31.02 Outstanding at June 30, 2017 6,444,577 $ 29.67 4.6 $ 174.7Exercisable at June 30, 2017 5,452,034 $ 29.01 4.0 $ 151.5

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As part of the Combination, we issued SARs to replace outstanding MWV SARs. The SARs were valued using the Black-Scholes option pricing model. Wemeasure compensation expense related to the SAR awards at the end of each period. No additional SARs are expected to be issued.

The table below summarizes the changes in all SARs during the nine months ended June 30, 2017 :

SARs

WeightedAverageExercise

Price

WeightedAverage

RemainingContractual

Term (in years)

AggregateIntrinsicValue

(in millions)

Outstanding at September 30, 2016 65,971 $ 26.07 Granted — — Exercised (12,083) 28.01 Expired (1,087) 31.87 Outstanding at June 30, 2017 52,801 $ 25.50 3.2 $ 1.6Exercisable at June 30, 2017 52,801 $ 25.50 3.2 $ 1.6

The aggregate intrinsic value of SARs exercised during the three months ended June 30, 2017 and June 30, 2016 was $0.0 million and $0.0 million ,respectively. The aggregate intrinsic value of SARs exercised during the nine months ended June 30, 2017 and June 30, 2016 was $0.3 million and $0.1 million ,respectively.

EquityAwardsIssuedinConnectionwiththeMPSAcquisition

In connection with the MPS Acquisition, we replaced certain outstanding restricted stock units granted under the MPS long-term incentive plan withWestRock restricted stock units. No additional shares will be granted under the MPS plan. The MPS equity awards were replaced with identical terms utilizing anapproximately 0.33 conversion factor as described in the merger agreement. As part of the MPS Acquisition, we granted 119,373 restricted stock units, whichcontain service conditions and were valued at $54.24 per share. The acquisition consideration included approximately $1.9 million related to outstanding MPSequity awards related to service prior to the effective date of the merger – the balance related to service after the effective date will be expensed over the remainingservice period of the awards. RestrictedStock

Restricted stock is typically granted annually to non-employee directors and certain of our employees. Our non-employee director awards generally vest over aperiod of up to one year and are treated as issued and carry dividend and voting rights until they vest. The vesting provisions for our employee awards may varyfrom grant to grant; however, vesting generally is contingent upon meeting various service and/or performance or market goals, including, but not limited to,achievement of various financial targets, including Cash Flow Per Share, Cash Flow to Equity Ratio and Relative Total Shareholder Return (each as defined in theaward documents). Subject to the level of performance attained, the target award for some of the grants may be increased up to 200% of target or decreased to zerodepending upon the terms of the individual grant. The employee grants generally vest over a period of three years. Presently, other than circumstances such asdeath, disability and retirement, the grants generally include a provision requiring both a change of control and termination of employment to accelerate vesting.For certain employee grants, the grantee is entitled to receive dividend equivalent units, but will forfeit the restricted award and the dividend equivalents if theemployee separates from us during the vesting period or if the predetermined goals are not accomplished.

During the nine months ended June 30, 2017 , pursuant to our 2016 Incentive Stock Plan, we granted 26,521 shares of restricted stock to our non-employeedirectors and 1,085,040 restricted stock awards to certain of our employees. The employee grants consisted of awards that included service, performance andmarket conditions. The employee grants with a market condition were valued using a Monte Carlo simulation at $64.41 per share. The significant assumptions usedin valuing these grants included: an expected term of 2.9 years , an expected volatility of 30.6% and a risk-free interest rate of 1.4% . We amortize these costs on astraight-line basis over the explicit service period. During the nine months ended June 30, 2017 , we issued and vested 357,438 shares for prior year awards grantedwith a performance condition whose performance was in excess of target.

The aggregate fair value of restricted stock that vested during the three months ended June 30, 2017 and June 30, 2016 was $2.7 million and $2.1 million ,respectively. The aggregate fair value of restricted stock that vested during the nine months ended June 30, 2017 and June 30, 2016 was $59.6 million and $54.0million , respectively.

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The table below summarizes the changes in unvested restricted stock awards during the nine months ended June 30, 2017 :

Shares / Units

Weighted AverageGrant Date Fair

ValueUnvested at September 30, 2016 2,704,904 $ 40.89

Granted (1)1,588,372 53.61

Vested (1,117,146) 47.79Forfeited (129,209) 30.31

Unvested at June 30, 2017 (2) 3,046,921 $ 45.44

(1) Fiscal 2017 target awards to employees included 800,165 shares that may be increased to 200% of the target or decreased to zero , subject to the level ofperformance attained. The awards are reflected in the table at the target award amount of 100% . In connection with the Combination, the performancecondition for the fiscal 2014 grant was based on the Cash Flow to Equity Ratio (as defined in the applicable grant letter). The performance goal wassubsequently determined in accordance with the applicable grant letter to be attained at 176.6% of target. Awards issued during the nine months endedJune 30, 2017 also include shares accelerated for terminated employees as a result of the Combination which were achieved at between 146.5% and 200% oftarget. During the nine months ended June 30, 2017 , we issued and vested 357,438 shares for prior year awards granted with a performance condition whoseperformance was in excess of target.

(2) Target awards with a performance condition, net of subsequent forfeitures, granted may be increased up to 200% of the target or decreased to zero , subject tothe level of performance attained. The awards are reflected in the table at the target award amount of 100% . Based on current facts and assumptions, we areforecasting the performance of the grants to be attained at levels that would result in the issuance of approximately 1.5 million additional shares. However, it ispossible that the performance attained may vary from our forecast.

Note16. CommitmentsandContingencies

EnvironmentalandOtherMatters

Environmental compliance requirements are a significant factor affecting our business. We employ manufacturing processes which result in variousdischarges, emissions and wastes. These processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as therequirements of environmental permits and similar authorizations issued by various governmental authorities.

On January 31, 2013, the EPA published a set of four interrelated final rules establishing national air emissions standards for hazardous air pollutants fromindustrial, commercial and institutional boilers and process heaters, commonly known as “ BoilerMACT .” Boiler MACT required compliance by January 31,2016 or January 31, 2017 for mills for which we obtained a prior compliance extension. All work required for our boilers to comply with the rule has beencompleted. On July 29, 2016, the U.S. Court of Appeals for the District of Columbia Circuit issued a ruling on the consolidated cases challenging Boiler MACT.The court vacated key portions of the rule, including emission limits for certain subcategories of solid fuel boilers, and remanded other issues to the EPA forfurther rulemaking. At this time, we cannot predict with certainty how the recent decision will impact our existing Boiler MACT strategies or whether we willincur additional costs to comply with any revised Boiler MACT standards.

In addition to Boiler MACT, we are subject to a number of other federal, state, local and international environmental rules that may impact our business,including the National Ambient Air Quality Standards for nitrogen oxide, sulfur dioxide, fine particulate matter and ozone for facilities in the U.S.

We are involved in various administrative proceedings relating to environmental matters that arise in the normal course of business, and may be involved infuture matters. Although the ultimate outcome of such matters cannot be predicted with certainty and we cannot at this time estimate any reasonably possible lossesbased on available information, management does not believe that the currently expected outcome of any environmental proceedings and claims that are pending orthreatened against us will have a material adverse effect on our results of operations, financial condition or cash flows.

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CERCLAandOtherRemediationCosts

We face potential liability under federal, state, local and international laws as a result of releases, or threatened releases, of hazardous substances into theenvironment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited. Generators of hazardoussubstances sent to off-site disposal locations at which environmental problems exist, as well as the owners of those sites and certain other classes of persons, areliable for response costs for the investigation and remediation of such sites under CERCLA and analogous laws. While joint and several liability is authorizedunder CERCLA, liability is typically shared with other PRPs, and costs are commonly allocated according to relative amounts of waste deposited and other factors.

In addition, certain of our current or former locations are being investigated or remediated under various environmental laws, including CERCLA, andregulations. Based on information known to us and assumptions, we do not believe that the costs of these projects will have a material adverse effect on our resultsof operations, financial condition or cash flows. However, the discovery of contamination or the imposition of additional obligations at these or other sites in thefuture could result in additional costs.

On January 26, 2009, Smurfit-Stone and certain of its subsidiaries filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. Smurfit-Stone’s Canadian subsidiaries also filed to reorganize in Canada. We believe that matters relating to previously identified third party PRP sites and certain facilitiesformerly owned or operated by Smurfit-Stone have been or will be satisfied claims in the Smurfit-Stone bankruptcy proceedings. However, we may face additionalliability for cleanup activity at sites that are not subject to the bankruptcy discharge, but are not currently identified. Some of these liabilities may be satisfied fromexisting bankruptcy reserves.

We believe that we can assert claims for indemnification pursuant to existing rights we have under purchase and other agreements in connection with certainof our existing remediation sites. In addition, we believe that we have insurance coverage, subject to applicable deductibles/retentions, policy limits and otherconditions, for certain environmental matters. However, there can be no assurance that we will be successful with respect to any claim regarding these insurance orindemnification rights, or that, if we are successful, any amounts paid pursuant to the insurance or indemnification rights will be sufficient to cover all our costsand expenses. We also cannot predict with certainty whether we will be required to perform remediation projects at other locations, and it is possible that ourremediation requirements and costs could increase materially in the future and exceed current reserves. In addition, we cannot currently assess with certainty theimpact that future changes in cleanup standards or federal, state or other environmental laws, regulations or enforcement practices will have on our results ofoperations, financial condition or cash flows.

As of June 30, 2017 , we had $17.4 million reserved for environmental liabilities on an undiscounted basis, of which $9.7 million is included in other long-term liabilities and $7.7 million in other current liabilities, including amounts accrued in connection with environmental obligations relating to the manufacturingfacilities that we have closed. We believe the liability for these matters was adequately reserved at June 30, 2017 .

ClimateChange

Certain jurisdictions in which we have manufacturing facilities or other investments have taken actions to address climate change. The EPA has issued theClean Air Act permitting regulations applicable to certain facilities that emit GHG. The EPA also has promulgated a rule requiring certain industrial facilities thatemit 25,000 metric tons or more of carbon dioxide equivalent per year to file an annual report of their emissions. While we have facilities subject to existing GHGpermitting and reporting requirements, the impact of these requirements has not been material to date.

Additionally, the EPA has been working on a set of interrelated rulemakings aimed at cutting carbon emissions from power plants. On August 3, 2015, theEPA issued a final rule establishing GHG emission guidelines for existing electric utility generating units (known as the “ CleanPowerPlan”). On the same day,the EPA issued a second rule setting standards of performance for new, modified and reconstructed electric utility generating units. While these rules do not applydirectly to the power generation facilities at our mills, they have the potential to increase the cost of purchased electricity for our manufacturing operations andchange the treatment of certain types of biomass that are currently considered carbon neutral. On February 9, 2016, the U.S. Supreme Court issued a stay haltingimplementation of the Clean Power Plan until the pending legal challenges to the rule are resolved. As directed by Executive Order, on April 4, 2017, the EPAissued a proposed rule announcing its intention to review the Clean Power Plan, and, if appropriate, initiate proceedings to suspend, revise or rescind it. A numberof states subject to the Clean Power Plan have stopped working on their implementation strategies in response to the litigation and Executive Order; however,certain states where we operate manufacturing facilities have indicated their intention to continue their carbon reduction efforts. Due to ongoing litigation and otheruncertainties regarding the Clean Power Plan, the impact on us cannot be quantified with certainty at this time.

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In addition to national efforts to regulate climate change, some U.S. states in which we have manufacturing operations are also taking measures to reduceGHG emissions, such as requiring GHG emissions reporting or developing regional cap-and trade programs. California has enacted a cap-and-trade program thattook effect in 2012, and includes enforceable compliance obligations that began on January 1, 2013. In July 2017, California passed AB 398, extending the State’scap-and-trade program to 2030. We do not have any manufacturing facilities that are subject to the cap-and-trade requirements in California; however, we arecontinuing to monitor the implementation of this program as well as proposed mandatory GHG reduction efforts in other states. Also, the Washington Departmentof Ecology has issued a final rule, known as the Clean Air Rule, which limits GHGs from facilities that have average annual carbon dioxide equivalent emissionsequal to or exceeding 100,000 metric tons/year and proposes to begin GHG emissions reduction requirements for some regulated entities in 2017. Energy intensiveand trade exposed facilities and transportation fuel importers, including our Tacoma, WA mill, are subject to regulation under this program. In September 2016,various groups filed lawsuits against the Washington Department of Ecology challenging the Clean Air Rule. We are carefully monitoring this litigation to assessits potential impact on our Tacoma operations. On May 16, 2017, the Governor of Virginia issued Executive Directive 11, directing the Secretary of NaturalResources to convene a work group to study and recommend methods to reduce carbon dioxide emissions from electric power facilities and grow the clean energyeconomy within existing state authority. WestRock has been selected by the Virginia Department of Environmental Quality to participate in this work group.

In April 2016, the U.S. and over 170 other countries signed the Paris Agreement, which establishes a framework for reducing global GHG emissions. Bysigning the Paris Agreement, the U.S. made a non-binding commitment to reduce economy-wide GHG emissions by 26% to 28% below 2005 levels by 2025.Other countries in which we conduct business, including China, European Union member states and India, have set similar GHG reduction targets. The ParisAgreement became effective on November 4, 2016. Although a party to the agreement may not provide the required one-year notice of withdrawal until three yearsafter the effective date, in June 2017, President Trump announced that the U.S. intended to withdraw from the Paris Agreement. In addition, the governors of NewYork, California and Washington subsequently announced their intent to form a “climate alliance” to coordinate a state response to climate change. At this time, itis not possible to determine how the Paris Agreement, or any potential U.S. commitments in lieu of those under the agreement, may impact U.S. industrialfacilities, including our domestic operations.

Several of our international facilities are located in countries that have already adopted GHG emissions trading schemes. For example, Quebec has become amember of the Western Climate Initiative, which is a collaboration among California and certain Canadian provinces that have joined together to create a cap-and-trade program to reduce GHG emissions. In 2009, Quebec adopted a target of reducing GHG emissions by 20% below 1990 levels by 2020 and 37.5% from 1990levels by 2030. In 2011, Quebec issued a final regulation establishing a regional cap-and-trade program that required reductions in GHG emissions from coveredemitters as of January 1, 2013. Our mill in Quebec is subject to these cap-and-trade requirements, although the direct impact of this regulation has not beenmaterial to date. Compliance with this program and other similar programs may require future expenditures to meet required GHG emission reduction requirementsin future years.

The regulation of climate change continues to develop in the areas of the world where we conduct business. We have systems in place for tracking the GHGemissions from our energy-intensive facilities, and we carefully monitor developments in climate change laws, regulations and policies to assess the potentialimpact of such developments on our results of operations, financial condition, cash flows and disclosure obligations.

Litigation

In 2010, Smurfit-Stone was one of nine U.S. and Canadian containerboard producers named as defendants in a lawsuit, in the U.S. District Court of theNorthern District of Illinois, alleging that these producers violated the Sherman Act by conspiring to limit the supply and fix the prices of containerboard andproducts containing containerboard from mid-2005 through November 8, 2010 (the “ AntitrustLitigation”). Plaintiffs have since amended their complaint byalleging a class period from February 15, 2004 through November 8, 2010. WestRock CP, LLC (f/k/a RockTenn CP, LLC), as the successor to Smurfit-Stone, is adefendant with respect to the period after Smurfit-Stone’s discharge from bankruptcy on June 30, 2010 through November 8, 2010. The complaint seeks trebledamages and costs, including attorney’s fees. In March 2015, the court granted the Plaintiffs’ motion for class certification and the defendants, including us,appealed that decision. On August 4, 2016, the U. S. Court of Appeals for the Seventh Circuit affirmed the District Court’s decision regarding class certification. Apetition for certiorari to the U.S. Supreme Court seeking to challenge the certification was denied April 17, 2017. Defendants also filed on January 9, 2017individual and joint Motions for Summary Judgment in the District Court. On August 3, 2017, the District Court granted our Motion for Summary Judgment withrespect to all claims against us. We do not know whether the Plaintiffs will appeal the District Court’s decision to grant Summary Judgment in our favor.

As with numerous other large industrial companies, we have been named a defendant in asbestos-related personal injury litigation. Typically, these suits alsoname many other corporate defendants. To date, the costs resulting from the litigation, including

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settlement costs, have not been significant. As of June 30, 2017 , there were approximately 725 lawsuits. We believe that we have substantial insurance coverage,subject to applicable deductibles and policy limits, with respect to asbestos claims. We have valid defenses to these claims and intend to continue to defend themvigorously. Should the volume of litigation grow substantially, it is possible that we could incur significant costs resolving these cases. We do not expect theresolution of pending litigation and proceedings to have a material adverse effect on our consolidated financial condition or liquidity. In any given period orperiods, however, it is possible such proceedings or matters could have a material effect on our results of operations.

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or otherproceedings against us cannot be predicted with certainty, management believes the resolution of these other matters will not have a material adverse effect on ourresults of operations, financial condition or cash flows.

Guarantees

We make certain guarantees in the course of conducting our operations, for compliance with certain laws and regulations, or in connection with certainbusiness dispositions. The guarantees include items such as funding of net losses in proportion to our ownership share of certain joint ventures, debt guaranteesrelated to certain unconsolidated entities acquired in acquisitions, indemnifications of lessors in certain facilities and equipment operating leases for items such asadditional taxes being assessed due to a change in tax law, and, certain other agreements. We estimate the exposure for these matters could be approximately $50million . As of June 30, 2017 , we have recorded $11.9 million for the estimated fair value of these guarantees. We are unable to estimate our maximum exposureunder operating leases because it is dependent on potential changes in the tax law; however, we believe our exposure related to guarantees would not have amaterial impact on our results of operations, financial condition or cash flows.

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Note17. SegmentInformation

Subsequent to the Separation, we report our financial results of operations in the following three reportable segments: Corrugated Packaging, which consists ofour containerboard mill and corrugated packaging operations, as well as our recycling operations; Consumer Packaging, which consists of our consumer mills,folding carton, beverage, merchandising displays, home, health and beauty dispensing, and partition operations; and Land and Development, which develops andsells real estate primarily in the Charleston, SC region. Certain income and expenses are not allocated to our segments and, thus, the information that managementuses to make operating decisions and assess performance does not reflect these amounts. Items not allocated are reported as non-allocated expenses or in other lineitems in the table below after segment income.

The following table shows selected operating data for our segments (in millions):

Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Net sales (aggregate):

Corrugated Packaging $ 2,161.2 $ 1,967.7 $ 6,169.8 $ 5,864.8Consumer Packaging 1,520.7 1,635.8 4,586.2 4,766.4Land and Development 71.1 42.0 225.1 76.1

Total $ 3,753.0 $ 3,645.5 $ 10,981.1 $ 10,707.3Less net sales (intersegment):

Corrugated Packaging $ 39.2 $ 31.4 $ 112.3 $ 99.2Consumer Packaging 18.2 17.6 69.7 48.0

Total $ 57.4 $ 49.0 $ 182.0 $ 147.2Net sales (unaffiliated customers):

Corrugated Packaging $ 2,122.0 $ 1,936.3 $ 6,057.5 $ 5,765.6Consumer Packaging 1,502.5 1,618.2 4,516.5 4,718.4Land and Development 71.1 42.0 225.1 76.1

Total $ 3,695.6 $ 3,596.5 $ 10,799.1 $ 10,560.1Segment income:

Corrugated Packaging $ 223.9 $ 192.4 $ 524.9 $ 547.5Consumer Packaging 94.8 151.7 301.2 342.6Land and Development 0.2 9.5 19.4 6.2

Segment income 318.9 353.6 845.5 896.3Pension lump sum settlement — — (28.7) —Land and Development impairment — — (42.7) —Restructuring and other costs, net (59.4) (43.1) (158.7) (317.0)Non-allocated expenses (9.4) (15.3) (36.7) (29.0)Interest expense (70.4) (64.0) (201.3) (193.2)Gain on extinguishment of debt 2.0 — 1.9 —Interest income and other income (expense), net 15.0 20.9 41.3 43.2Gain on sale of HH&B 190.6 — 190.6 —Income from continuing operations before income taxes

$ 387.3 $ 252.1 $ 611.2 $ 400.3

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The following table shows selected operating data for our segments (in millions):

June 30,

2017 September 30,

2016

Identifiable assets: Corrugated Packaging $ 10,461.9 $ 10,046.0Consumer Packaging 11,811.6 10,122.5Land and Development 105.7 460.6Assets held for sale 200.7 52.3Corporate 2,290.1 2,356.8

Total $ 24,870.0 $ 23,038.2

The changes in the carrying amount of goodwill during the nine months ended June 30, 2017 is as follows (in millions):

CorrugatedPackaging

ConsumerPackaging Total

Balance as of September 30, 2016 Goodwill $ 1,722.5 $ 3,098.4 $ 4,820.9Accumulated impairment losses — (42.8) (42.8)

1,722.5 3,055.6 4,778.1Goodwill acquired 106.4 893.2 999.6Goodwill disposed of — (323.8) (323.8)Purchase price allocation adjustments (1.2) 9.3 8.1Translation adjustment (1.5) 5.7 4.2Balance as of June 30, 2017

Goodwill 1,826.2 3,682.8 5,509.0Accumulated impairment losses — (42.8) (42.8)

$ 1,826.2 $ 3,640.0 $ 5,466.2

The goodwill disposed of in the Consumer Packaging segment was primarily related to the HH&B Sale.

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Note18. SubsequentEvents

IslandContainerAcquisition

On July 17, 2017, we completed the Island Container Acquisition. The assets acquired include a corrugator and corrugated converting operations locatedin Wheatley Heights, New York, and certain related fulfillment assets located in Saddle Brook, New Jersey. We expect this acquisition will enable us to integratemore than 80,000 tons of containerboard into our Corrugated Packaging segment. The estimated purchase price of $83.5 million is subject to a working capitaladjustment.

HannapakAcquisition

On August 1, 2017, we completed the Hannapak Acquisition. Hanna Group is based in western Sydney in North Richmond, New South Wales and is one ofAustralia’s leading providers of folding cartons to a variety of markets, including beverage, food, confectionary, and healthcare. We expect this acquisition willbuild on our established and growing packaging business in the region. The estimated purchase price of $60 million is subject to a working capital adjustment.

Item2. MANAGEMENT’SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included herein and ouraudited Consolidated Financial Statements and Notes thereto for the fiscal year ended September 30, 2016 , as well as the information under the heading “ Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations ” that are part of our Fiscal 2016 Form 10-K. The followingdiscussion also includes certain non-GAAP measures. See our reconciliations of non-GAAP measures in the “Earnings / Adjusted Earnings” and “Non-GAAPFinancial Measures” sections below.

On May 15, 2016, we completed the Separation. Accordingly, we have presented the financial position and results of operations of the former SpecialtyChemicals segment prior to the Separation as discontinued operations in the accompanying Condensed Consolidated Financial Statements, as well as in “Management’s Discussion and Analysis of Financial Condition and Results of Operation s”. See “ Note 6. Discontinued Operations ” of the Notes toCondensed Consolidated Financial Statements for more information. Subsequent to the Separation, we report our financial results of operations in the followingthree reportable segments: Corrugated Packaging, Consumer Packaging and Land and Development. See “ Note 17. Segment Information ” of the Notes toCondensed Consolidated Financial Statements for certain operating data for our segments.

During the second quarter of fiscal 2017, we committed to a plan to sell HH&B. On January 23, 2017, we announced we had entered into an agreement withcertain subsidiaries of Silgan under which Silgan would purchase HH&B for approximately $1.025 billion in cash plus the assumption of approximately $25million in foreign pension liabilities. Accordingly, in the second quarter of fiscal 2017, all the assets and liabilities of HH&B were reported in the CondensedConsolidated Balance Sheet as assets and liabilities held for sale. We discontinued recording depreciation and amortization while the assets were held for sale. OnApril 6, 2017, we announced that we had completed the sale of HH&B to Silgan. We recorded a pre-tax gain on sale of HH&B of $190.6 million during the thirdquarter of fiscal 2017. We used the proceeds from the sale of the business in connection with the of MPS Acquisition.

Overview

Net sales of $3,695.6 million for the third quarter of fiscal 2017 increased $99.1 million , or 2.8% , compared to the third quarter of fiscal 2016 . The net salesincrease was primarily as a result of the increase in net sales in the Corrugated Packaging segment, including the partial period impact of the U.S. CorrugatedAcquisition, and an increase in Land and Development segment net sales partially offset by lower Consumer Packaging segment net sales, including the netreduction associated with the HH&B Sale and the MPS Acquisition. Segment income decreased $34.7 million , or 9.8% , to $318.9 million in the third quarter offiscal 2017 compared to the prior year quarter, primarily due to a decrease in segment income in the Consumer Packaging segment, including the $16.5 millionimpact of the HH&B Sale and the $14.0 million acquisition inventory step-up impact primarily related to the MPS Acquisition, decreased income in our Land andDevelopment segment partially offset by increased Corrugated Packaging segment income. We discuss these items in greater detail below in “ Results ofOperations(SegmentData)”.

Income from continuing operations in the third quarter of fiscal 2017 was $326.6 million compared to $152.4 million in the third quarter of fiscal 2016. Werecorded a pre-tax gain on the HH&B Sale of $190.6 million during the third quarter of fiscal 2017. We recorded pre-tax restructuring and other costs, net of $59.4million and $43.1 million for the three months ended June 30,

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2017 and June 30, 2016 , respectively. Adjusted Income from Continuing Operations in the third quarter of fiscal 2017 of $189.9 million increased $13.4 millioncompared to the third quarter of fiscal 2016.

Earnings/AdjustedEarnings

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Earnings from Continuing Operations Per Diluted Share to Earnings fromcontinuing operations per diluted share, the most directly comparable GAAP measure, for the periods indicated. The reconciliation is followed by a discussion ofthe adjustments. See “Non-GAAP Financial Measures” for more information on why our management believes that presentation of this non-GAAP financialmeasure provides useful information to investors regarding our financial condition and results of operations as well as the additional purposes for which ourmanagement uses this non-GAAP financial measure.

Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Earnings from continuing operations per diluted share $ 1.29 $ 0.59 $ 2.01 $ 0.93Gain on sale of HH&B (0.75) — (0.75) —Land and Development impairment — — 0.09 —Pension lump sum settlement — — 0.07 —Restructuring and other items 0.17 0.12 0.46 0.89One-time state tax benefit — — (0.09) —Inventory stepped-up in purchase accounting, net of LIFO 0.04 0.01 0.04 0.02Gain on investment in Grupo Gondi — (0.01) — (0.01)Gain on extinguishment of debt (0.01) — (0.01) —HH&B - impact of held for sale accounting — — (0.03) —Land and Development operating results — (0.02) (0.04) (0.02)

Adjusted Earnings from Continuing Operations Per Diluted Share $ 0.74 $ 0.69 $ 1.75 $ 1.81

ThreeMonthsEndedJune30,2017

In the third quarter of fiscal 2017 , we recorded a pre-tax gain on the HH&B Sale of $190.6 million . Our restructuring and other items primarily included$19.6 million of pre-tax acquisition costs, primarily related to the MPS Acquisition, $14.3 million of pre-tax integration expenses, $1.9 million of pre-taxdivestiture expenses, primarily associated with HH&B, $23.6 million of pre-tax closure related costs primarily associated with the consolidation of operationsfollowing the MPS Acquisition as well as from previously closed facilities, and $3.7 million pre-tax of other items, primarily operating losses associated withoperations in the process of being closed. We incurred $13.9 million of pre-tax expense for inventory stepped-up in purchase accounting, net of related LIFOimpact, primarily related to the MPS Acquisition. We recorded a pre-tax gain on extinguishment of debt of $2.0 million. Due to the accelerated monetizationstrategy, we have excluded our Land and Development operations from adjusted earnings per diluted share.

NineMonthsEndedJune30,2017

In the nine months ended June 30, 2017 , we recorded a pre-tax gain on the HH&B Sale of $190.6 million . We recorded a pre-tax non-cash real estateimpairment of $42.7 million, or $36.3 million net of $6.4 million of noncontrolling interest, in connection with accelerated monetization strategy in our Land andDevelopment segment. The impairment was recorded to write-down the carrying value on projects where the projected sales proceeds were less than the carryingvalue. We also recorded a $28.7 million pre-tax non-cash settlement charge to partially settle certain pension obligations. Our restructuring and other itemsprimarily included $51.9 million of pre-tax integration expenses, $23.9 million of pre-tax acquisition costs, primarily related to the MPS Acquisition, $10.0 millionof pre-tax divestiture expenses, primarily associated with HH&B, $72.9 million of pre-tax closure related costs primarily related to the consolidation of operationsfollowing the MPS Acquisition, a folding carton facility and beverage operations and costs at other previously closed facilities, including a $17.6 million pre-taximpairment of a customer relationship intangible, partially offset by gains on sale of previously closed facilities, and $15.6 million pre-tax of other items, primarilyoperating losses associated with operations in the process of being closed. We recorded a $23.8 million tax benefit related

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to the reduction of a state deferred tax liability as a result of an internal U.S. legal entity restructuring. We incurred $14.4 million of pre-tax expense for inventorystepped-up in purchase accounting, net of related LIFO impact, primarily related to the MPS Acquisition. We recorded a pre-tax gain on extinguishment of debt of$1.9 million. We have also excluded the $10.1 million pre-tax benefit of ceasing recording depreciation and amortization expense early in the second quarter offiscal 2017 for HH&B from adjusted earnings per diluted share since it was held for sale as of January 23, 2017. Due to the accelerated monetization strategy, wehave excluded our Land and Development operations from adjusted earnings per diluted share.

ThreeMonthsEndedJune30,2016

In the third quarter of fiscal 2016 , our restructuring and other items included $11.0 million of pre-tax facility closure costs, which primarily related to theclosure of a merchandising display facility, exiting a recycling facility and costs at other previously closed facilities; $30.3 million of pre-tax integration expensesprimarily including severance and other costs associated with the Combination; $2.1 million of pre-tax operating losses and transition costs primarily associatedwith operations in the process of being closed; and $1.8 million of pre-tax acquisition and divestiture expenses. Additionally, we incurred $2.0 million of pre-taxexpense for inventory stepped-up in purchase accounting, net of related LIFO impact and a $12.1 million pre-tax gain on investment in our Grupo Gondi jointventure that was $1.5 million after-tax as a result of goodwill written-off in connection with the formation of the joint venture that was non-deductible for taxpurposes.

NineMonthsEndedJune30,2016

In the nine months ended June 30, 2016 , our restructuring and other items included $227.7 million of pre-tax facility closure costs, which primarily related tothe previously announced permanent closures of the Coshocton, OH and Uncasville, CT medium mills, the permanent closure of the Newberg, OR mill, thepermanent closure of the Vapi, India linerboard mill, the closure of a merchandising display facility, exiting a recycling facility and other previously closedfacilities; $82.0 million of pre-tax integration expenses primarily including severance and other costs primarily associated with the Combination; $17.8 million ofpre-tax operating losses and transition costs primarily associated with operations in the process of being closed; and $7.3 million of pre-tax acquisition anddivestiture expenses. Additionally, we incurred $6.6 million of pre-tax expense for inventory stepped-up in purchase accounting, net of related LIFO impact and$1.5 million after-tax gain on investment in our Grupo Gondi joint venture.

We discuss certain of these charges in more detail in “ Note 7. Assets Held For Sale”, “ Note 8. Restructuring andOther Costs, Net” and “ Note14.RetirementPlans” of the Notes to Condensed Consolidated Financial Statements.

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ResultsofOperations(Consolidated)

The following table summarizes our consolidated results for the three and nine months ended June 30, 2017 and June 30, 2016 (in millions):

Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Net sales $ 3,695.6 $ 3,596.5 $ 10,799.1 $ 10,560.1Cost of goods sold 3,000.1 2,869.2 8,836.9 8,520.8Gross profit 695.5 727.3 1,962.2 2,039.3Selling, general and administrative expenses, excluding intangible amortization 348.1 341.5 1,033.5 1,019.4Selling, general and administrative intangible amortization 54.6 53.3 156.8 159.4Pension lump sum settlement — — 28.7 —Land and Development impairment — — 42.7 —Restructuring and other costs, net 59.4 43.1 158.7 317.0Operating profit 233.4 289.4 541.8 543.5Interest expense (70.4) (64.0) (201.3) (193.2)Gain on extinguishment of debt 2.0 — 1.9 —Interest income and other income (expense), net 15.0 20.9 41.3 43.2Equity in income (loss) of unconsolidated entities 16.7 5.8 36.9 6.8Gain on sale of HH&B 190.6 — 190.6 —Income from continuing operations before income taxes 387.3 252.1 611.2 400.3Income tax expense (60.7) (99.7) (107.9) (159.1)Income from continuing operations 326.6 152.4 503.3 241.2

Loss from discontinued operations, net of income tax benefit of $0, $46.2, $0 and $39.0

— (58.7) — (539.4)Consolidated net income (loss) 326.6 93.7 503.3 (298.2)Less: Net loss (income) attributable to noncontrolling interests 1.5 (1.4) 8.8 (6.1)Net income (loss) attributable to common stockholders $ 328.1 $ 92.3 $ 512.1 $ (304.3)

NetSales(UnaffiliatedCustomers)

(Inmillions,exceptpercentages) FirstQuarter

SecondQuarter

ThirdQuarter

Nine MonthsEnded 6/30

FourthQuarter

FiscalYear

Fiscal 2016 $ 3,470.9 $ 3,492.7 $ 3,596.5 $ 10,560.1 $ 3,611.7 $ 14,171.8Fiscal 2017 $ 3,447.2 $ 3,656.3 $ 3,695.6 $ 10,799.1 % Change (0.7)% 4.7% 2.8% 2.3%

Net sales in the third quarter of fiscal 2017 increased $99.1 million compared to the third quarter of fiscal 2016 , primarily as a result of the increase in theCorrugated Packaging segment, including the partial period impact of the U.S. Corrugated Acquisition, an increase in Land and Development segment partiallyoffset by the decrease in the Consumer Packaging segment, including the net reduction associated with the HH&B Sale and the MPS Acquisition. Similarly, netsales in the nine months ended June 30, 2017 increased $239.0 million compared to the nine months ended June 30, 2016 . We discuss our net sales in greaterdetail below in “ ResultsofOperations(SegmentData)”.

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CostofGoodsSold

(Inmillions,exceptpercentages)

FirstQuarter

SecondQuarter

ThirdQuarter

NineMonthsEnded6/30

FourthQuarter

FiscalYear

Fiscal 2016 $ 2,816.2 $ 2,835.4 $ 2,869.2 $ 8,520.8 $ 2,892.4 $ 11,413.2(%ofNetSales) 81.1% 81.2% 79.8% 80.7% 80.1% 80.5%

Fiscal 2017 $ 2,855.9 $ 2,980.9 $ 3,000.1 $ 8,836.9 (%ofNetSales) 82.8% 81.5% 81.2% 81.8%

The increase in cost of goods sold in the third quarter of fiscal 2017 compared to the third quarter of fiscal 2016 was due to cost inflation, primarily recycledfiber, as well as increased land sales due to the accelerated monetization strategy and the net impact of acquisitions and the HH&B Sale and other items. Thesefactors were partially offset by synergy and productivity improvements. Similarly, the increase in cost of goods sold in the nine months ended June 30, 2017compared to the nine months ended June 30, 2016 was primarily due to cost inflation, primarily recycled fiber, increased land sales and the net impact ofacquisitions and the HH&B Sale and other items. In addition, the nine months ended June 30, 2017 compared to the nine months ended June 30, 2016 wasimpacted by Hurricane Matthew. These factors were partially offset by synergy and productivity improvements. We discuss these items in greater detail below in “ResultsofOperations(SegmentData)”.

Selling,GeneralandAdministrativeExcludingIntangibleAmortization


FirstQuarter

SecondQuarter

ThirdQuarter

NineMonthsEnded6/30

FourthQuarter

FiscalYear

Fiscal 2016 $ 335.9 $ 342.0 $ 341.5 $ 1,019.4 $ 360.0 $ 1,379.4(%ofNetSales) 9.7% 9.8% 9.5% 9.7% 10.0% 9.7%

Fiscal 2017 $ 336.3 $ 349.1 $ 348.1 $ 1,033.5 (%ofNetSales) 9.8% 9.5% 9.4% 9.6%

SG&A excluding intangible amortization increased $6.6 million in the third quarter of fiscal 2017 compared to the prior year quarter. SG&A excludingintangible amortization increased $14.1 million in the nine months ended June 30, 2017 compared to the prior year period.

Selling,GeneralandAdministrativeIntangibleAmortization

SG&A intangible amortization was $54.6 million and $53.3 million in the third quarter of fiscal 2017 and 2016 , respectively. SG&A intangible amortizationwas $156.8 million and $159.4 million in the nine months ended June 30, 2017 and June 30, 2016 , respectively. See “ Note5.AcquisitionsandInvestment” ofthe Notes to Condensed Consolidated Financial Statements included herein for additional information.

LandandDevelopmentImpairment

Due to the accelerated monetization strategy in our Land and Development segment, we recorded a pre-tax non-cash real estate impairment of $42.7 million ,or $36.3 million net of $6.4 million of noncontrolling interest, in the second quarter of fiscal 2017 . The impairment was recorded to write-down the carrying valueon projects where the projected sales proceeds were less than the carrying value. The charge is not reflected in segment income.

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PensionLumpSumSettlement

During the second quarter of fiscal 2017, our year to date lump sum payments to certain beneficiaries of the Plan, together with several one-time severancebenefit payments out of the Plan, triggered pension settlement accounting. As a result of settlement accounting, we recorded a $28.7 million non-cash charge. Wediscuss these charges in more detail in “ Note14.RetirementPlans” of the Notes to Condensed Consolidated Financial Statements.

RestructuringandOtherCosts,Net

We recorded aggregate pre-tax restructuring and other costs of $59.4 million and $43.1 million in the third quarter of fiscal 2017 and 2016 , respectively. Werecorded aggregate pre-tax restructuring and other costs of $158.7 million and $317.0 million in the nine months ended June 30, 2017 and June 30, 2016 ,respectively. Costs recorded in each period are not comparable since the timing and scope of the individual actions associated with a restructuring, acquisition,integration or divestiture can vary. We discuss these charges in more detail in “ Note 8. Restructuring and Other Costs, Net ” of the Notes to CondensedConsolidated Financial Statements.

AcquisitionsandInvestment

On June 6, 2017, we completed the MPS Acquisition in a stock purchase. MPS is a global provider of print-based specialty packaging solutions and itsdifferentiated product offering includes premium folding cartons, inserts, labels and rigid packaging. We acquired the outstanding shares of MPS for $18.00 pershare in cash and the assumption of debt. We have included the financial results of MPS since the date of the acquisition in our Consumer Packaging segment.

On June 9, 2017, we completed the U.S. Corrugated Acquisition in a stock purchase. We acquired five corrugated converting facilities in Ohio, Pennsylvaniaand Louisiana, which provides a comprehensive suite of products and services to customers in a variety of end markets, including food & beverage,pharmaceuticals and consumer electronics. The transaction provides the opportunity to increase the vertical integration of our Corrugated Packaging segment byapproximately 105,000 tons of containerboard annually through the acquired facilities and another 50,000 tons under a long-term supply contract with anothercompany owned by the seller. We have included the financial results of the acquired assets since the date of the acquisition in our Corrugated Packaging segment.

On March 13, 2017, we completed the Star Pizza Acquisition. The transaction provides us with a leadership position in the fast growing small-run pizza boxmarket and increases our vertical integration. We have included the financial results of the acquired assets since the date of the acquisition in our CorrugatedPackaging segment.

On April 1, 2016, we completed the formation of a joint venture with Grupo Gondi to combine our respective operations in Mexico. The joint venture operatespaper machines, corrugated packaging and high graphic folding carton facilities across various production sites. The majority equity holders of Grupo Gondimanage the joint venture and we provide technical and commercial resources. We believe the joint venture will help grow our presence in the attractive Mexicanmarket. We have included the financial results of the joint venture since the date of formation in our Corrugated Packaging segment, and are accounting for theinvestment under the equity method.

On January 19, 2016, we completed the Packaging Acquisition. The entities acquired provide value-added folding carton and litho-laminated displaypackaging solutions. We believe the transaction has provided us with attractive and complementary customers, markets and facilities. We have included thefinancial results of the acquired entities since the date of the acquisition in our Consumer Packaging segment.

On October 1, 2015, we completed the SP Fiber Acquisition in a stock purchase. The transaction included the acquisition of mills located in Dublin, GAand Newberg, OR, which produce lightweight recycled containerboard and kraft and bag paper. The Newberg mill also produced newsprint. As part of thetransaction, we also acquired SP Fiber's 48 percent interest in GPS, which we consolidate. GPS is a renewable energy joint venture providing steam to the Dublinmill and energy to Georgia Power. The Dublin mill has helped balance the fiber mix of our mill system and the addition of kraft and bag paper has diversified ourproduct offering including our ability to serve the increasing demand for lighter weight containerboard. Subsequent to the transaction, we announced the permanentclosure of the Newberg mill due to the decline in market conditions of the newsprint business and our need to balance supply and demand in our containerboardsystem. We have included the financial results of SP Fiber and GPS since the respective dates of acquisition in our Corrugated Packaging segment.

We discuss these acquisitions in more detail in “ Note5.AcquisitionsandInvestment” of the Notes to Condensed Consolidated Financial Statements.

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InterestExpense

Interest expense for the third quarter of fiscal 2017 was $70.4 million , compared to $64.0 million for the prior year quarter. Interest expense for the ninemonths ended June 30, 2017 was $201.3 million , compared to $193.2 million for the prior year period.

ProvisionforIncomeTaxes

We recorded income tax expense from continuing operations of $60.7 million and $107.9 million for the three and nine months ended June 30, 2017 ,compared to income tax expense from continuing operations of $99.7 million and $159.1 million for the three and nine months ended June 30, 2016 , respectively.The effective tax rates from continuing operations for the three and nine months ended June 30, 2017 were 15.7% and 17.7% , respectively. The effective tax ratesfrom continuing operations for the three and nine months ended and June 30, 2016 were 39.5% and 39.7% , respectively. For additional information, see “ Note9.IncomeTaxes” of the Notes to Condensed Consolidated Financial Statements.

InterestIncomeandOtherIncome(Expense),net

Interest income and other income (expense), net for the third quarter of fiscal 2017 was income of $15.0 million compared to income of $20.9 million for thesame quarter last year. Interest income and other income (expense), net for the nine months ended June 30, 2017 was income of $41.3 million compared to incomeof $43.2 million for the same period last year.

GainonSaleofHH&B

On April 6, 2017, we announced that we had completed the HH&B Sale. We recorded a pre-tax gain on sale of $190.6 million during the third quarter of fiscal2017. We used the proceeds from the sale of the business in connection with the MPS Acquisition. For additional information, see “ Note7.AssetsHeldForSale” of the Notes to Condensed Consolidated Financial Statements.

LossfromDiscontinuedOperations

Subsequent to the Separation, the operating results of our former Specialty Chemicals segment are reported as discontinued operations. Loss fromdiscontinued operations, net of tax was $58.7 million and loss of $539.4 million for the three and nine months ended June 30, 2016 , respectively. The loss in thethree months ended June 30, 2016 was primarily due to a $101.1 million intangible impairment charge. In addition to the intangible impairment, the nine monthperiod also primarily included a $478.3 million goodwill impairment charge recorded in the first quarter of fiscal 2016. For additional information, see “ Note6.DiscontinuedOperations” of the Notes to Condensed Consolidated Financial Statements.

ResultsofOperations(SegmentData)

NorthAmericanCorrugatedPackagingShipments

Corrugated Packaging Shipments are expressed as a tons equivalent, which includes external and intersegment tons shipped from our Corrugated Packagingmills plus Corrugated Packaging container shipments converted from BSF to tons. We have presented the Corrugated Packaging Shipments in two groupsfollowing the Combination, North America and Brazil / India. We have separated Brazil / India because we believe investors, potential investors, securitiesanalysts and others find this breakout useful when evaluating our operating performance. In the third quarter of fiscal 2016, we recast the North AmericanCorrugated Container Shipments in the table below to remove the historical impact of the three box plants contributed to the Grupo Gondi joint venture in thatquarter to provide comparability to the third quarter of fiscal 2016 and future results.

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First

Quarter SecondQuarter

ThirdQuarter

NineMonths

Ended6/30 FourthQuarter

FiscalYear

Fiscal 2016 North American Corrugated Packaging Shipments - thousands of tons 2,046.7 2,040.3 2,114.1 6,201.1 2,153.2 8,354.3North American Corrugated Containers Shipments - BSF 18.7 18.2 18.6 55.5 18.9 74.4North American Corrugated Containers Per Shipping Day - MMSF 306.3 288.6 291.4 295.3 294.5 295.1

Fiscal 2017 North American Corrugated Packaging Shipments - thousands of tons 2,031.9 2,116.1 2,112.7 6,260.7 North American Corrugated Containers Shipments - BSF 18.8 18.7 19.4 56.9 North American Corrugated Containers Per Shipping Day - MMSF 312.9 291.9 308.0 304.0

Brazil/IndiaCorrugatedPackagingShipments

First


ThirdQuarter

NineMonths

Ended6/30 FourthQuarter

FiscalYear

Fiscal 2016 Brazil / India Corrugated Packaging Shipments - thousands of tons 180.2 173.5 166.8 520.5 164.8 685.3Brazil / India Corrugated Containers Shipments - BSF 1.5 1.3 1.4 4.2 1.6 5.8Brazil / India Corrugated Containers Per Shipping Day - MMSF 19.2 18.1 18.7 18.7 19.8 19.0

Fiscal 2017 Brazil / India Corrugated Packaging Shipments - thousands of tons 151.0 171.0 178.8 500.8 Brazil / India Corrugated Containers Shipments - BSF 1.5 1.6 1.6 4.7 Brazil / India Corrugated Containers Per Shipping Day - MMSF 20.4 20.2 21.3 20.6

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CorrugatedPackagingSegment

NetSales(1) SegmentIncome

ReturnonSales

(In millions, except percentages)Fiscal 2016 First Quarter $ 1,964.3 $ 180.1 9.2%Second Quarter 1,932.8 175.0 9.1Third Quarter 1,967.7 192.4 9.8Nine Months Ended June 30 5,864.8 547.5 9.3Fourth Quarter 2,003.7 192.4 9.6Total $ 7,868.5 $ 739.9 9.4%

Fiscal 2017 First Quarter $ 1,943.6 $ 141.5 7.3%Second Quarter 2,065.0 159.5 7.7Third Quarter 2,161.2 223.9 10.4Nine Months Ended June 30 $ 6,169.8 $ 524.9 8.5%

(1) Net sales before intersegment eliminations

NetSales(CorrugatedPackagingSegment)

Net sales of the Corrugated Packaging segment increased $193.5 million in the third quarter of fiscal 2017 compared to the prior year quarter primarily due to$110.5 million of favorable corrugated selling price mix, $46.2 million of higher net sales of our recycling operations primarily due to higher commodity prices,$24.0 million of higher corrugated volumes, including acquisitions, and $8.8 million of favorable foreign currency impacts.

Net sales of the Corrugated Packaging segment increased $305.0 million in the nine months ended June 30, 2017 compared to the prior year period primarilydue to $127.5 million of higher corrugated sales price/mix, $106.8 of higher net sales of our recycling operations primarily due to higher commodity prices, $82.9million of higher corrugated volumes, including acquisitions, and $48.9 million of favorable foreign currency impacts. These increases were partially offset by a$26.2 million decrease due to the impact of Hurricane Matthew in the first quarter of fiscal 2017 and a net $42.2 million of lower corrugated net sales due to a shiftin sales from converted boxes in the prior year period to sales of containerboard in the current year period as a result of having contributed three box plants to theGrupo Gondi joint venture in April 2016.

SegmentIncome(CorrugatedPackagingSegment)

Segment income attributable to the Corrugated Packaging segment in the third quarter of fiscal 2017 increased $31.5 million compared to the prior yearquarter. The increase was primarily due to an estimated $102.3 million of favorable sales price/mix and $39.5 million of synergy and productivity improvementswhich were partially offset by an estimated $107.5 million of cost inflation. The primary inflationary items consisted of $68.4 million of recycled fiber costs, $19.9million of energy costs, $10.7 million of labor costs, $6.6 million of chemical costs and $5.8 million of freight costs, which were partially offset by $10.1 millionof lower virgin fiber costs.

Segment income attributable to the Corrugated Packaging segment in the nine months ended June 30, 2017 decreased $22.6 million compared to the prior yearperiod. The decrease was primarily due to an estimated $264.0 million of cost inflation, the impact of Hurricane Matthew and legal settlements that reducedsegment income by $22.5 million, which were partially offset by an estimated $116.8 million of favorable sales price/mix, $116.5 million of synergy andproductivity improvements, $34.5 million of favorable corrugated volumes. The primary inflationary items consisted of $155.1 million of recycled fiber costs,$55.0 million of energy costs, $34.8 million of labor costs, $17.6 million of chemical costs and $12.7 million of freight, which were partially offset by $29.4million of lower virgin fiber costs.

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ConsumerPackagingShipments

Consumer Packaging Shipments are expressed as a tons equivalent, which includes external and intersegment tons shipped from our Consumer Packagingmills plus Consumer Packaging converting shipments converted from BSF to tons. The shipment data table excludes merchandising displays and dispensing sales(prior to the April 6, 2017 HH&B Sale) since there is not a common unit of measure, as well as gypsum paperboard liner tons produced by Seven Hills since it isnot consolidated.

First


ThirdQuarter

NineMonthsEnded6/30

FourthQuarter

FiscalYear

Fiscal 2016 Consumer Packaging Shipments - thousands of tons 949.3 974.4 986.3 2,910.0 998.7 3,908.7Consumer Packaging Converting Shipments - BSF 8.8 9.0 9.5 27.3 9.4 36.7Consumer Packaging Converting Per Shipping Day - MMSF 144.2 143.7 148.5 145.5 146.3 145.7

Fiscal 2017 Consumer Packaging Shipments - thousands of tons 916.5 947.0 957.2 2,820.7 Consumer Packaging Converting Shipments - BSF 9.0 8.9 9.9 27.8 Consumer Packaging Converting Per Shipping Day - MMSF 149.7 138.7 157.2 148.4

ConsumerPackagingSegment

NetSales(1) SegmentIncome

ReturnonSales


Fiscal 2016 First Quarter $ 1,542.2 $ 91.2 5.9%Second Quarter 1,588.4 99.7 6.3Third Quarter 1,635.8 151.7 9.3Nine Months Ended June 30 4,766.4 342.6 7.2Fourth Quarter 1,621.7 139.1 8.6Total $ 6,388.1 $ 481.7 7.5%

Fiscal 2017 First Quarter $ 1,510.9 $ 87.6 5.8%Second Quarter 1,554.6 118.8 7.6Third Quarter 1,520.7 94.8 6.2Nine Months Ended June 30 $ 4,586.2 $ 301.2 6.6%

(1) Net sales before intersegment eliminations

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NetSales(ConsumerPackagingSegment)

The $115.1 million decrease in net sales for the Consumer Packaging segment for the third quarter of fiscal 2017 compared to the prior year quarter wasprimarily due to the $142.8 million decrease in net sales related to the HH&B Sale in early April 2017, $71.2 million of lower volumes, $5.8 million of unfavorableprice/mix and $5.7 million of unfavorable foreign currency impacts partially offset by net sales from the MPS Acquisition of $110.5 million. The $180.2 milliondecrease in net sales for the Consumer Packaging segment for the nine months ended June 30, 2017 compared to the prior year period was primarily the result of$169.0 million of lower volumes, $142.8 million decrease in net sales related to the HH&B Sale, $8.3 million of unfavorable price/mix and $7.9 million ofunfavorable foreign currency impacts partially offset by $147.5 million of net sales from the MPS Acquisition and Packaging Acquisition.

SegmentIncome(ConsumerPackagingSegment)

Segment income of the Consumer Packaging segment for the quarter ended June 30, 2017 decreased $56.9 million compared to the prior year quarter. Thedecrease was primarily due to an estimated $44.6 million of cost inflation, $18.7 million for the impact of lower volumes, $16.5 million impact of the HH&B Sale,$14.0 million acquisition inventory step-up impact primarily related to the MPS Acquisition and an estimated $6.0 million of unfavorable selling price mixcompared to the prior year quarter that were partially offset by synergy and productivity improvements of an estimated $50.4 million. The primary inflationaryitems consisted of $13.0 million of recycled fiber costs, $11.5 million of energy costs, $10.0 million of labor costs and $8.6 million of chemical costs, which werepartially offset by $7.1 million of lower virgin fiber costs.

Segment income of the Consumer Packaging segment for the nine months ended June 30, 2017 decreased $41.4 million compared to the prior year period. Thedecrease was primarily due to an estimated $123.6 million of cost inflation, $37.5 million for the impact of lower volumes, $16.5 million impact of the HH&B Salein early April 2017, $15.3 million of lower selling price/mix and $10.0 million acquisition inventory step-up impact primarily related to the MPS Acquisition in thecurrent year period and the Packaging Acquisition in the prior year period that were partially offset by synergy and productivity improvements of an estimated$171.2 million and $8.5 million of lower depreciation and amortization expense. The lower depreciation and amortization expense was due to a $10.1 million pre-tax benefit of ceasing recording depreciation and amortization expense in the second quarter of fiscal 2017 in HH&B since it was held for sale as of January 23,2017. The primary inflationary items consisted of $32.2 million of energy costs, $31.9 million of labor costs, $31.2 million of recycled fiber costs and $29.6million of chemical costs, which were partially offset by $20.6 million of lower virgin fiber costs.

LandandDevelopment

NetSales(1) Segment

Income(Loss) ReturnonSales


Fiscal 2016 First Quarter $ 15.4 $ 0.7 4.5 %Second Quarter 18.7 (4.0) (21.4)Third Quarter 42.0 9.5 22.6Nine Months Ended June 30 76.1 6.2 8.1Fourth Quarter 43.7 (1.6) (3.7)Total $ 119.8 $ 4.6 3.8 %

Fiscal 2017 First Quarter $ 54.0 $ 1.7 3.1 %Second Quarter 100.0 17.5 17.5Third Quarter 71.1 0.2 0.3Nine Months Ended June 30 $ 225.1 $ 19.4 8.6 %

(1) Net Sales before intersegment eliminations

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NetSales(LandandDevelopmentSegment)

Land and Development’s net sales for the third quarter of fiscal 2017 were $71.1 million compared to $42.0 million in the third quarter of fiscal 2016 . Landand Development’s net sales for the nine months ended June 30, 2017 were $225.1 million compared to $76.1 million in the nine months ended June 30, 2016 .The increased net sales were a result of our accelerated monetization strategy. We continue to include the remainder of the real estate holdings in assets held forsale because we have met the held for sale criteria.

SegmentIncome(LandandDevelopmentSegment)

Segment income attributable to the Land and Development segment was $0.2 million in the third quarter of fiscal 2017 compared to $9.5 million in the thirdquarter of fiscal 2016 . Segment income attributable to the Land and Development segment was $19.4 million in the nine months ended June 30, 2017 compared to$6.2 million in the nine months ended June 30, 2016 . The segment’s assets were stepped-up to fair value as a result of purchase accounting, which generally hasresulted in substantially lower margins on the properties sold compared to pre-Combination levels. The step-up in fair value of our land portfolio in this segment asa result of the accounting for the Combination is expected to reduce future profitability on existing projects, but should not impact future cash flows. The increasein segment income in the nine months ended June 30, 2017 was primarily due to the accelerated monetization of our Land and Development portfolio.

LiquidityandCapitalResources

We fund our working capital requirements, capital expenditures, mergers and acquisitions, restructuring activities, dividends and stock repurchases from netcash provided by operating activities, borrowings under our credit facilities, proceeds from our A/R Sales Agreement, proceeds from the sale of property, plant andequipment removed from service and proceeds received in connection with the issuance of debt and equity securities. Our primary sources of liquidity aresummarized below. See “ Note12.Debt” of the Notes to Condensed Consolidated Financial Statements for additional information on our outstanding debt and thefair value of our debt. Funding for our domestic operations in the foreseeable future is expected to come from sources of liquidity within our domestic operations,including cash and cash equivalents, and available borrowings under our credit facilities. As such, our foreign cash and cash equivalents are not a key source ofliquidity to our domestic operations.

PrimarySourcesofLiquidity

At June 30, 2017 , we had approximately $2.3 billion of availability under our committed credit facilities. This liquidity may be used to provide for ongoingworking capital needs and for other general corporate purposes, including acquisitions, dividends and stock repurchases.

• On July 1, 2015, we entered into a credit agreement that included a 5 -year senior unsecured revolving credit facility in an aggregate committed principal

amount of $2.0 billion . On July 1, 2016, we executed an option to extend the term of the senior unsecured revolving credit facility for one yearbeyond the original term. On June 30, 2017, we executed an option to extend the term of the facility for a second additional year. Approximately $1.9billion of the $2.0 billion aggregate committed principal amount has been extended to July 1, 2022, and the remainder will continue to mature on July1, 2020. At June 30, 2017 , we had no amounts outstanding under this facility.

• We have a $700.0 million Receivables Facility. On July 22, 2016, we executed an agreement to extend the maturity of this facility from October 24, 2017to July 22, 2019. Borrowing availability under this facility is based on the eligible underlying accounts receivable and compliance with certaincovenants. At June 30, 2017 , we had $415.0 million outstanding under this facility.

• On May 15, 2017, we entered into a $600.0 million European revolving credit facility with Coöperatieve Rabobank U.A., New York Branch as theadministrative agent for the syndicate of banks. This facility provides for a 364-day unsecured Euro and Sterling denominated borrowing of not morethan $200.0 million and $400.0 million U.S. dollar equivalent, respectively. The facility matures on May 14, 2018. At June 30, 2017, we had $464.9million outstanding under this facility.

• On December 1, 2015, we entered into a $200.0 million uncommitted and revolving line of credit with Sumitomo Mitsui Banking Corporation thatmatured on December 1, 2016. We renewed the facility on February 10, 2017, and the facility now matures on February 12, 2018. At June 30, 2017 ,we had $51.0 million outstanding under this facility.

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• On March 4, 2016, we entered into a $100.0 million uncommitted and revolving line of credit with Coöperatieve Rabobank U.A., New York Branch. Thefacility matured on March 2, 2017 and was renewed as a Euro dollar facility on the same day. The facility is an uncommitted revolving line of creditin the amount of €100.0 million . The facility will be available in Euros only, and continues until terminated in writing by WestRock or the lender. AtJune 30, 2017 , we had no amounts outstanding under this facility.

Cash and cash equivalents were $225.2 million at June 30, 2017 and $340.9 million at September 30, 2016 . Approximately 77% of the cash and cashequivalents at June 30, 2017 were outside of the U.S. At June 30, 2017 and September 30, 2016 , total debt was $6,522.8 million and $5,789.2 million ,respectively, $710.5 million and $292.9 million of which was short-term at June 30, 2017 and September 30, 2016 , respectively. The increase in debt of $733.6million was primarily related to the MPS Acquisition and the U.S. Corrugated Acquisition net of other operational activities.

Certain restrictive covenants govern our maximum availability under our credit facilities. We test and report our compliance with these covenants as requiredby these facilities and were in compliance with these covenants at June 30, 2017 . At June 30, 2017 , we had $112.9 million of outstanding letters of credit notdrawn upon.

CashFlowActivity

NineMonthsEnded June30, 2017 2016

(Inmillions)

Net cash provided by operating activities $ 1,406.2 $ 1,306.8Net cash used for investing activities $ (928.0) $ (1,179.6)Net cash used for financing activities $ (591.6) $ (91.2)

Net cash provided by operating activities during the nine months ended June 30, 2017 increased $99.4 million compared to the nine months ended June 30,2016 , primarily due to a $149.6 million net increase in cash flow from working capital changes plus higher after-tax cash proceeds from Land and Development’saccelerated monetization strategy, offset by lower operating cash flow from the Corrugated Packaging and Consumer Packaging segments due to significant costinflation.

Net cash used for investing activities of $928.0 million in the nine months ended June 30, 2017 consisted primarily of a use of $536.8 million for capitalexpenditures, $1,443.8 million for the MPS Acquisition, U.S. Corrugated Acquisition and Star Pizza Acquisition, partially offset by the receipt of an escrowpayment from the Packaging Acquisition and proceeds of $993.5 million from the HH&B Sale. Net cash used for investing activities of $1,179.6 million in thenine months ended June 30, 2016 consisted primarily of a use of $614.7 million for capital expenditures, $376.4 million for the SP Fiber Acquisition and thePackaging Acquisition, $175.0 million for the investment in Grupo Gondi and $36.5 million for the purchase of debt owed by GPS in connection with the SP FiberAcquisition.

We expect fiscal 2017 capital expenditures to be in the range of $750 million. In fiscal 2017 , we expect to invest in projects (i) to maintain and operate ourmills and plants safely, reliably and in compliance with regulations, (ii) that support our strategy to improve the competitiveness of our mill and converting assets,(iii) to support our target of achieving $1.0 billion annualized run rate synergy and performance improvements, before inflation, to be realized by June 30, 2018,and (iv) to generate attractive returns. We believe we have an opportunity to improve our performance through capital investment in our box plant system, the mostprominent investments being our multi-year project of installing new “evolution” equipment capable of printing, folding and gluing corrugated sheets intocorrugated containers that is nearing completion. We expect to install a total of 30 units. We have already installed 28 units. With the portfolio changes we havemade, we estimate our baseline maintenance and return generating capital expenditures will be approximately $800 to $850 million per year.

In the nine months ended June 30, 2017 , net cash used for financing activities of $591.6 million consisted primarily of cash dividends paid to stockholders of$301.6 million , purchases of Common Stock of $93.0 million and a net decrease in debt of $175.5 million . In the nine months ended June 30, 2016 , net cash usedfor financing activities of $91.2 million consisted primarily cash dividends paid to stockholders of $286.3 million , purchases of common stock of $285.1 millionand $118.9 million associated with the Separation, which were partially offset by a net increase in debt of $629.2 million . For more information on the Separationsee “ Note6. DiscontinuedOperations” of the Notes to Condensed Consolidated Financial Statements included herein. The increase in debt in the prior yearperiod was primarily due to the SP Fiber Acquisition as well as the purchase of debt owed by

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GPS in connection with the SP Fiber Acquisition, the Packaging Acquisition, the cash to fund the joint venture with Grupo Gondi, capital investments, dividendsand stock repurchases, net of the Specialty Chemicals spin-off of cash and trust funding and cash generated from operations. In July 2017, our board of directorsapproved our August 2017 quarterly dividend of $0.40 per share, indicating an annualized dividend of $1.60 per share. We paid November 2016, February 2017and May 2017 quarterly dividends of $0.40 per share and in fiscal 2016, we paid four quarterly dividends of $0.375 per share for an annual dividend of $1.50 pershare.

At June 30, 2017 , the U.S. federal, state and foreign net operating losses, alternative minimum tax credits and other U.S. federal and state tax credits availableto us aggregated approximately $250 million in future potential reductions of U.S. federal, state and foreign cash taxes. Based on our current projections, we expectto utilize the remaining U.S. federal net operating losses, alternative minimum tax and other U.S. federal credits primarily over the next three years. It is possiblethat our utilization of these net operating losses and credits may change due to changes in taxable income, tax laws or tax rates, capital expenditures or otherfactors. We expect to receive tax benefits in fiscal 2017 and future years from the U.S. manufacturer’s deduction. Foreign and state net operating losses and creditswill be used over a longer period of time.

We made contributions of $28.1 million to our pension and supplemental retirement plans during the nine months ended June 30, 2017 . Based on current factsand assumptions, we expect to contribute approximately $32 million to our U.S. and non-U.S. pension plans in fiscal 2017 , primarily related to our Canadianplans. We have made contributions and expect to continue to make contributions in the coming years to our pension plans in order to ensure that our funding levelsremain adequate in light of projected liabilities and to meet the requirements of the Pension Act and other regulations. Our estimates are based on current factors,such as discount rates and expected return on plan assets. Future contributions are subject to changes in our underfunded status based on factors such as investmentperformance, discount rates, return on plan assets, changes in mortality or other assumptions and changes in legislation. It is possible that our assumptions maychange, actual market performance may vary or we may decide to contribute different amounts. There can be no assurance that such changes, including potentialturmoil in financial and capital markets, will not be material to our results of operations, financial condition or cash flows. We do not expect the partial settlementof our U.S. defined benefit plans through lump sum payments to certain eligible former employees who were not currently receiving a monthly benefit to requireus to make additional pension plan contributions.

We anticipate that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capitalneeds, note repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions for the foreseeable future from cashgenerated from operations, borrowings under our credit facilities, proceeds from our A/R Sales Agreement, proceeds from the issuance of debt or equity securitiesor other additional long-term debt financing, including new or amended facilities. In addition, we continually review our capital structure and conditions in theprivate and public debt markets in order to optimize our mix of indebtedness. In connection therewith, we may seek to refinance existing indebtedness to extendmaturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness.

NewAccountingStandards

See “ Note 2. New Accounting Standards ” of the Notes to Condensed Consolidated Financial Statements for a description of recent accountingpronouncements.

Non-GAAPFinancialMeasures

We report our financial results in accordance with GAAP. However, we have included in the discussion under the caption “ Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations” above financial measures that were not prepared in accordance with GAAP. Non-GAAP financialmeasures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarlycaptioned measures of other companies.

We use the non-GAAP financial measures “Adjusted Income from Continuing Operations” and “Adjusted Earnings from Continuing Operations Per DilutedShare”. Management believes these non-GAAP financial measures provide our board of directors, investors, potential investors, securities analysts and others withuseful information to evaluate our performance because the measures exclude restructuring and other costs, net, and other specific items that management believesare not indicative of ongoing operating results. We and our board of directors use this information to evaluate our performance relative to other periods. We believethat the most directly comparable GAAP measures to Adjusted Income from Continuing Operations and Adjusted Earnings from Continuing Operations PerDiluted Share are Income from continuing operations and Earnings from continuing operations per diluted share, respectively.

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ReconciliationsofNon-GAAPFinancialMeasurestotheMostDirectlyComparableGAAPMeasures

Set forth below is a reconciliation of Adjusted Income from Continuing Operations to the most directly comparable GAAP measure, Income from continuingoperations, for the periods indicated (in millions, net of tax):

Three Months Ended Nine Months Ended June 30, June 30, 2017 2016 2017 2016Income from continuing operations $ 326.6 $ 152.4 $ 503.3 $ 241.2Gain on sale of HH&B, net of income tax expense of $0.0, $0.0, $0.0, and $0.0 (1) (190.6) — (190.6) —Land and Development impairment, net of income tax benefit of $0.0, $0.0, $14.4

and $0.0 (2) — — 21.9 —Pension lump sum settlement, net of income tax benefit of $0.0, $0.0, $11.0 and $0.0 — — 17.7 —Restructuring and other items, net of income tax benefit of $20.5, $14.4, $55.8 and

$105.0 42.7 30.8 118.5 229.8One-time state tax benefit — — (23.8) —Inventory stepped-up in purchase accounting, net of LIFO and net of income tax

benefit of $3.7, $0.6, $3.9 and $2.0 10.2 1.4 10.5 4.6Gain on investment in Grupo Gondi, net of income tax expense of $0.0, $10.6, $0.0

and $10.6 (3) — (1.5) — (1.5)Loss on contribution of subsidiary, net of income tax benefit of $0.0, $0.0, $0.6 and

$0.0 — — 1.1 —Gain on extinguishment of debt, net of income tax expense of $0.0, $0.7, $0.0 and

$0.7 (1.3) — (1.3) —HH&B - impact of held for sale accounting, net of income tax expense of $0.0, $0.0,

$2.3 and $0.0 — — (7.8) —Land and Development operating results, net of income tax (benefit) expense of

$(0.5), 4.1, $7.1 and 3.6 0.8 (6.2) (10.8) (5.4)Noncontrolling interest from continuing operations 1.5 (0.4) 8.8 (1.8)

Adjusted Income from Continuing Operations $ 189.9 $ 176.5 $ 447.5 $ 466.9

(1) Due to the high tax basis and fees associated with the transaction there was essentially no tax associated with the transaction(2) Net of $0.0, $0.0, $6.4 and $0.0 million, respectively, of noncontrolling interest(3) Impacted by non-deductible goodwill

The reconciliation of “Adjusted Earnings from Continuing Operations Per Diluted Share” is presented under the caption “ Management’sDiscussionandAnalysisofFinancialCondition—ResultsofOperations(Consolidated)” above.

Forward-LookingStatements

Statements in this report that do not relate strictly to historical facts are forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and use words such as “may”, “will”, “could”,“would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target” and “potential”, or refer to future time periods, and include statementsmade in this report regarding, among other things: our anticipation that we will be able to fund capital expenditures, interest payments, dividends and stockrepurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt and othercorporate actions for the foreseeable future from cash generated from operations, borrowings under our credit facilities, proceeds from our A/R Sales Agreement,proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities; that we may seek torefinance existing indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness; the step-up infair value of our land portfolio in our Land and Development segment as a result of the Combination is expected to reduce future profitability on existing projectsbut should not impact future cash flows; our expectation of paying an annualized dividend of $1.60 per share in fiscal 2017; we expect to contribute approximately$32 million to our U.S. and non-U.S. pension plans in fiscal 2017, primarily related to our Canadian plans; we expect to continue to make contributions in thecoming years to our pension

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plans in order to ensure that our funding levels remain adequate in light of projected liabilities in certain plans and to meet the requirements of the Pension Act andother regulations; the timing of our adoption of various recently adopted or issued accounting standards, our expectation that each of ASU 2017-04, ASU 2016-17,ASU 2016-16, ASU 2016-13, ASU 2016-09, ASU 2016-07, ASU 2016-05 and ASU 2015-11 will not have a material effect on our consolidated financialstatements and our current expectation that the adoption of ASC 842 as of October 1, 2019 will have a significant impact on our consolidated balance sheets butthat we do not expect the adoption to have a significant impact on the recognition, measurement, or presentation of lease expenses within the consolidatedstatements of operations or the consolidated statement of cash flows; amounts and timing of capital expenditure projects; our belief that the compliance withQuebec cap-and-trade program and other similar programs may require future expenditures to meet required GHG emission reduction requirements in future years;our expectation that we will realize synergies related to the MPS Acquisition, the U.S. Corrugated Acquisition, the SP Fiber Acquisition, the PackagingAcquisition and the Star Pizza Acquisition; our belief that we have an opportunity to improve our performance through capital investment in our box plant system,and that we expect to install two more new “evolution” equipment units; that management does not believe that the currently expected outcome of anyenvironmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial conditionor cash flows; management’s belief that the resolution of a number of other lawsuits and claims arising out of the conduct of our business will not have a materialadverse effect on our results of operations, financial condition or cash flows; management’s expectation that the resolution of pending litigation and proceedingsrelated to asbestos-related personal injury litigation will not have a material adverse effect on our consolidated financial condition or liquidity; that based on ourcurrent projections, we expect to utilize our remaining U.S. federal net operating losses, alternative minimum tax and other U.S. federal credits primarily over thenext three years, though it is possible that our utilization of these net operating losses and credits may change due to changes in taxable income, tax laws or taxrates, capital expenditures or other factors, and that foreign and state net operating losses and credits will be used over a longer period of time; we expect to receivetax benefits in fiscal 2017 and future years from the U.S. manufacturer’s deduction; that we expect integration activities from the Combination to continue duringfiscal 2017; our belief that the costs of projects related to certain of our current or former locations being investigated or remediated under various environmentallaws and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows; our estimate of our exposure for mattersrelated to guarantees of approximately $50 million; our belief that our exposure related to guarantees would not have a material impact on our results of operations,financial condition or cash flows; funding for our domestic operations in the foreseeable future is expected to come from sources of liquidity within our domesticoperations, including cash and cash equivalents, and available borrowings under our credit facilities; our belief that the Grupo Gondi joint venture will help growour presence in the attractive Mexican market; that with respect to the Star Pizza Acquisition, we expect the goodwill and intangibles to be amortizable for incometax purposes; that the U.S. Corrugated acquisition provides the opportunity to increase the vertical integration of our Corrugated Packing segment byapproximately 105,000 tons of containerboard annually through the acquired facilities and another 50,000 tons under a long-term supply contract; our expectationthat the acquisition of the assets of Island Container Corp. and Combined Container Industries LLC will enable us to integrate more than 80,000 tons ofcontainerboard into our Corrugated Packaging segment; expected totals for restructuring and other costs, net; our expectation that fiscal 2017 capital expenditureswill be in the range of $750 million and the capital expenditure projects we expect to invest in for fiscal 2017; and our expectation that with the portfolio changeswe have made, we estimate our baseline maintenance and return generating capital expenditures will be approximately $800 to $850 million per year.

With respect to these statements, we have made assumptions regarding, among other things, the results and impacts of the Combination and the Separation;

our ability to effectively integrate the operations of RockTenn and MWV; the results and impacts of the MPS Acquisition, the U.S. Corrugated Acquisition, theS.P. Fiber Acquisition, the Packaging Acquisition and the Star Pizza Acquisition; economic, competitive and market conditions; volumes and price levels ofpurchases by customers; competitive conditions in our businesses; possible adverse actions of our customers, competitors and suppliers; labor costs; the amountand timing of capital expenditures, including installation costs, project development and implementation costs, severance and other shutdown costs; restructuringcosts; utilization of real property that is subject to the restructurings due to realizable values from the sale of such property; credit availability; volumes and pricelevels of purchases by customers; raw material and energy costs; and competitive conditions in our businesses.

You should not place undue reliance on any forward-looking statements as such statements involve risks, uncertainties, assumptions and other factors thatcould cause actual results to differ materially, including the following: the level of demand for our products; our ability to successfully identify and makeperformance and productivity improvements; anticipated returns on our capital investments; our ability to achieve benefits from acquisitions and the timingthereof, including synergies, performance improvements and successful implementation of capital projects; our belief that matters relating to previously identifiedthird party PRP sites and certain formerly owned facilities of Smurfit-Stone have been or will be satisfied claims in the Smurfit-Stone bankruptcy proceedings; thelevel of demand for our products; our belief that we can assert claims for indemnification pursuant to existing rights we have under settlement and purchaseagreements in connection with certain of our existing environmental remediation sites; the possibility of and uncertainties related to planned mill outages orproduction disruptions; investment performance, discount rates, return on pension plan assets and expected compensation levels; market risk from changes ininterest

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rates and commodity prices; possible increases in energy, raw materials, shipping and capital equipment costs; any reduction in the supply of raw materials;fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the impact of operational restructuring activities; potentialliability for outstanding guarantees and indemnities and the potential impact of such liabilities; the impact of economic conditions, including the nature of thecurrent market environment, raw material and energy costs and market trends or factors that affect such trends, such as expected price changes, competitive pricingpressures and cost increases; our ability to anticipate trends that would enable us to offer products that respond to changing customer preferences; our results ofoperations, including operational inefficiencies, costs, sales growth or declines; our desire or ability to continue to repurchase company stock; the timing andimpact of customer transitioning, the impact of announced price increases or decreases; pension plan contributions and expense, funding requirements andearnings; environmental law liability as well as the impact of related compliance efforts, including the cost of required improvements and the availability of certainindemnification claims; the effectiveness of our quality control measures and systems; capital expenditures; the cost and other effects of complying withgovernmental laws and regulations and the timing of such costs; the scope, and timing and outcome of any litigation, including the Antitrust Litigation or otherdispute resolutions and the impact of any such litigation or other dispute resolutions on our results of operations, financial condition or cash flows; income taxrates, future deferred tax expense and future cash tax payments; future debt repayment; our ability to fund capital expenditures, interest payments, dividends andstock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long term debt and othercorporate actions for the foreseeable future from cash generated from operations, borrowings under our credit facilities, proceeds from our A/R Sales Agreement,proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities; our estimates andassumptions regarding our contractual obligations and the impact of our contractual obligations on our liquidity and cash flow; the impact of changes inassumptions and estimates underlying accounting policies; the expected impact of implementing new accounting standards; the impact of changes in assumptionsand estimates on which we based the design of our system of disclosure controls and procedures; the expected cash tax payments that may change due to changesin taxable income, tax laws or tax rates, capital expenditures or other factors; the occurrence of severe weather or a natural disaster, such as a hurricane, tropicalstorm, earthquake, tornado, flood, fire, or other unanticipated problems such as labor difficulties, equipment failure or unscheduled maintenance and repair, whichcould result in operational disruptions of varied duration; adverse changes in general market and industry conditions; and other risks, uncertainties and factorsdiscussed in Item 1A “Risk Factors” of our Fiscal 2016 Form 10-K and this fiscal 2017 Third Quarter Form 10-Q and by similar disclosures in any of oursubsequent SEC filings. The information contained herein speaks as of the date hereof and we do not have or undertake any obligation to update such informationas future events unfold.

Item3. QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK

For a discussion of certain of the market risks to which we are exposed, see the “ QuantitativeandQualitativeDisclosuresAboutMarketRisk”section in ourFiscal 2016 Form 10-K. There have been no material changes in our exposure to market risk since September 30, 2016.

Item4. CONTROLSANDPROCEDURES

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e)) under the Exchange Act as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and our ChiefFinancial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file orsubmit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii)accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timelydecisions regarding required disclosures.

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of ExchangeAct Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controlover financial reporting.

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PARTII:OTHERINFORMATION

Item1. LEGALPROCEEDINGS

Information regarding reportable legal proceedings is contained in Part I, "Item 3. Legal Proceedings" in our Fiscal 2016 Form 10-K.

See “ Note16.CommitmentsandContingencies” of the Notes to Condensed Consolidated Financial Statements for more information.

Item1A. RISKFACTORS

Certain risks and events that could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock,are described in our Fiscal 2016 Form 10-K. Additional risks are described below.

WeMayNotRealizetheAnticipatedBenefitsoftheMPSAcquisition

We entered into the merger agreement with the expectation that the merger would result in various benefits, including, among other things, synergies, costsavings and operating efficiencies. However, we may not be able to achieve these benefits or it may take us longer than expected to achieve them. In addition, wemay not be able to integrate MPS into our operations without encountering difficulties, including inconsistencies in standards, systems and controls, and withoutdiverting management’s focus and resources from ordinary business activities and opportunities. It is also possible that the integration process could result in theloss of key employees or affect the combined company’s ability to maintain relationships with customers and suppliers. Any of the foregoing could adverselyaffect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

WeMayBeAdverselyAffectedbyEconomicandFinancialMarketConditions,andSocialandPoliticalChange

Our businesses may be affected by a number of factors that are beyond our control, such as general economic and business conditions; changes in tax laws ortax rates and conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising interest rates, inflation, deflation, fluctuations inthe value of local currency versus the U.S. dollar and the impact of a stronger U.S. dollar; financial uncertainties in our major international markets, includinguncertainties surrounding the United Kingdom’s impending withdrawal from the European Union, commonly referred to as “Brexit”; social and political changeimpacting matters such as environmental regulations and trade policies; or other factors, each of which may adversely impact our ability to compete. Macro-economic challenges, including conditions in financial and capital markets and levels of unemployment, and the ability of the U.S. and other countries to addresstheir rising debt levels may continue to put pressure on the economy or lead to changes in tax laws or tax rates that may have a material impact on our future cashtaxes, effective tax rate or deferred tax assets and liabilities. Adverse developments in the U.S. and global economy, including locations such as Europe, Brazil,Mexico, India and China, could adversely affect the demand for our products, our revenues and our manufacturing costs. We are not able to predict with certaintyeconomic and financial market conditions, and our results of operations, cash flows and financial condition, and the trading price of our Common Stock, could beadversely affected by adverse market conditions.

WeMayFailtoAnticipateTrendsThatWouldEnableUstoOfferProductsThatRespondtoChangingCustomerPreferences

Our MPS business serves the consumer, healthcare and multi-media markets. Our success in these markets depends on our ability to offer differentiatedsolutions, and we must continually develop and introduce new products and services in a timely manner to keep pace with technological and regulatorydevelopments and achieve customer acceptance. The services and products we offer customers may not meet their needs as their business models evolve, or ourcustomers may decide to decrease their product packaging or forego the packaging of certain products entirely. Regulatory developments can also significantlyalter the market for our solutions. For example, a move to electronic distribution of disclaimers and other paperless regimes could negatively impact our healthcareinserts and labels businesses. Our success depends, in part, on our ability to identify and respond promptly to changes in customer preferences, expectations andneeds. Our results of operations, cash flows and financial condition, and the trading price of our Common Stock, could be adversely affected if we fail to anticipatetrends that would enable us to offer products that respond to changing customer preferences.

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WeMayProduceFaultyorContaminatedProductsDueToFailuresinQualityControlMeasuresandSystems

We maintain quality control measures and systems to ensure the maximum safety and quality of our products. The consequences of a product not meetingthese standards could be severe. These consequences may include adverse effects on consumer health, litigation exposure, loss of market share, financial costs andloss of revenues. If our products fail to meet our standards, we may be required to incur substantial costs in taking appropriate corrective action (up to andincluding recalling products from end consumers) and to reimburse customers and/or end consumers for losses that they suffer as a result of this failure. Customersand end consumers may seek to recover these losses through litigation and, under applicable legal rules, may succeed in any such claim despite there being nonegligence or other fault on our part. Placing an unsafe product on the market, failing to notify the regulatory authorities of a safety issue, failing to takeappropriate corrective action and failing to meet other regulatory requirements relating to product safety could lead to regulatory investigation, enforcement actionand/or prosecution. Any product quality or safety issue may also result in adverse publicity, which may damage our reputation. Any of these results couldadversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

In certain contracts, we provide guarantees that our products are produced in accordance with customer specifications regarding the proper functioning of ourproducts and the conformity of a product to the specific use defined by the customer. In addition, if the product contained in packaging manufactured by us isfaulty or contaminated, the manufacturer of the product may allege that the packaging we provided caused the fault or contamination, even if the packagingcomplies with contractual specifications. If certain our packaging fails to open properly or to preserve the integrity of its contents, we could face liability to ourcustomers and to third parties for bodily injury or other tangible or intangible damages suffered as a result. Such liability, if it were to be established in relation to asufficient volume of claims or to claims for sufficiently large amounts, could adversely affect our results of operations, cash flows and financial condition, and thetrading price of our Common Stock.

Item6. EXHIBITS

See separate Exhibit Index attached hereto and hereby incorporated by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

WESTROCK COMPANY (Registrant)

Date: August 9, 2017 By: /s/ Ward H. Dickson Ward H. Dickson

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and duly authorized officer)

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WESTROCKCOMPANY

INDEXTOEXHIBITS

Exhibit 10.1*

Credit Agreement, dated as of May 15, 2017, by and among WestRock Company, as Parent, MWV Luxembourg S.À R.L. andWestRock Packaging Systems UK LTD., as Borrowers, the lenders party thereto, Coöperatieve Rabobank U.A., New York Branch,as Administrative Agent, Coöperatieve Rabobank U.A., New York Branch, as Joint Lead Arranger and Sole Bookrunner, andSumitomo Mitsui Banking Corporation, TD Bank, N.A., and HSBC Bank USA, National Association as Joint Lead Arrangers andCo-Syndication Agents.

Exhibit 10.2*

Amendment No. 2, dated June 30, 2017, among WestRock Company, WestRock Company of Canada Holdings Corp./Compagnie deHoldings WestRock du Canada Corp., the other Credit Parties, the Lenders thereto and Wells Fargo Bank, National Association, asadministrative agent and multicurrency agent for the Lenders to the Credit Agreement, dated July 1, 2015.

Exhibit 31.1*

Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Steven C.Voorhees, Chief Executive Officer and President of WestRock Company.

Exhibit 31.2*

Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ward H.Dickson, Executive Vice President and Chief Financial Officer of WestRock Company.

Exhibit 101.INS* XBRL Instance Document. Exhibit 101.SCH* XBRL Taxonomy Extension Schema. Exhibit 101.CAL* XBRL Taxonomy Extension Calculation Linkbase. Exhibit 101.DEF* XBRL Taxonomy Definition Label Linkbase. Exhibit 101.LAB* XBRL Taxonomy Extension Label Linkbase. Exhibit 101.PRE* XBRL Taxonomy Extension Presentation Linkbase. *Filed as part of this quarterly report.

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AdditionalExhibits

In accordance with SEC Release No. 33-8238, Exhibit 32.1 is to be treated as “accompanying” this report rather than “filed” as part of the report.

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed bySteven C. Voorhees, Chief Executive Officer and President of WestRock Company, and by Ward H. Dickson, Executive Vice Presidentand Chief Financial Officer of WestRock Company.

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Exhibit10.1

CREDITAGREEMENT

DatedasofMay15,2017

byandamong

WESTROCKCOMPANY,asParent,

MWVLUXEMBOURGS.ÀR.L.

and

WESTROCKPACKAGINGSYSTEMSUKLTD.,asBorrowers,

THELENDERSPARTYHERETO,

and

COÖPERATIEVERABOBANKU.A.,NEWYORKBRANCH,asAdministrativeAgent

______________________________________________________________________

COÖPERATIEVERABOBANKU.A.,NEWYORKBRANCH,asJointLeadArrangerandSoleBookrunner

SUMITOMOMITSUIBANKINGCORPORATION,TDBANK,N.A.,

andHSBCBANKUSA,NATIONALASSOCIATIONasJointLeadArrangersandCo-SyndicationAgents

TABLEOFCONTENTS

Page

CREDITAGREEMENT1

1.DEFINITIONS11.1 Defined Terms 11.2 Classification of Loans and Borrowings 251.3 Interpretation 251.4 Rounding 251.5 Currency Equivalents 251.6 Accounting Terms; GAAP 261.7 Luxembourg Terms 27

2.THECREDITS272.1 The Commitments 272.2 Loans and Borrowings. 272.3 Requests for Borrowings 282.4 Reserved. 282.5 Reserved. 282.6 Funding of Borrowings. 282.7 Interest Elections. 292.8 Termination and Reduction of the Commitments 312.9 Repayment of Loans; Evidence of Debt. 312.10 Prepayment of Loans. 322.11 Fees. 332.12 Interest. 332.13 Alternate Rate of Interest; Illegality. 342.14 Increased Costs. 352.15 Compensation for Losses 362.16 Taxes. 372.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 422.18 Mitigation Obligations; Replacement of Lenders. 442.19 Reserved. 452.20 Reserved. 452.21 Defaulting Lenders. 45

3.REPRESENTATIONSANDWARRANTIES463.1 Corporate Existence; Compliance with Law 463.2 Corporate Power; Authorization 473.3 Enforceable Obligations 473.4 No Legal Bar 473.5 No Material Litigation 473.6 Investment Company Act 473.7 Margin Regulations 473.8 Compliance with Environmental Laws 483.9 Subsidiaries 48

TABLEOFCONTENTS

3.10 Financial Statements, Fiscal Year and Fiscal Quarters 483.11 ERISA. 493.12 Accuracy and Completeness of Information 493.13 Sanctions/Anti-Corruption Representations. 503.14 Use of Proceeds 503.15 Representations as to Foreign Obligors. 50

4.CONDITIONSPRECEDENT514.1 Effective Date 514.2 Each Credit Event 52

5.AFFIRMATIVECOVENANTS535.1 Corporate Existence, Etc 535.2 Compliance with Laws, Etc 535.3 Payment of Taxes and Claims 535.4 Keeping of Books 545.5 Visitation, Inspection, Etc 545.6 Insurance; Maintenance of Properties and Licenses 545.7 Financial Reports; Other Notices 555.8 Notices Under Certain Other Indebtedness. 575.9 Notice of Litigation 575.10 Reserved. 575.11 Use of Proceeds 57

6.NEGATIVECOVENANTS576.1 Financial Requirements 576.2 Liens 576.3 Subsidiary Indebtedness 606.4 Merger and Sale of Assets 616.5 Use of Proceeds 62

7.EVENTSOFDEFAULT.627.1 Event of Default. 627.2 Acceleration; Remedies 657.3 Application of Payment 65

8.ADMINISTRATIVEAGENT668.1 Authorization and Action. 668.2 Administrative Agent and its Affiliates. 668.3 Duties 678.4 Administrative Agent’s Reliance, Etc. 688.5 Sub-Agents 698.6 Resignation. 698.7 Lender Credit Decision 708.8 Other Agent Titles 708.9 Agent May File Proofs of Claim; Bankruptcy Events 70

9.MISCELLANEOUS71

TABLEOFCONTENTS

9.1 Notices. 719.2 Waivers; Amendments. 739.3 Expenses; Indemnity; Damage Waiver. 749.4 Successors and Assigns. 759.5 Survival. 799.6 Counterparts; Integration; Effectiveness 799.7 Severability 809.8 Right of Set-off 809.9 Governing Law; Jurisdiction; Etc. 819.10 WAIVER OF JURY TRIAL 829.11 Treatment of Certain Information; Confidentiality. 829.12 Interest Rate Limitation 839.13 USA Patriot Act 839.14 Administrative Borrower 849.15 Joint and Several Obligations 849.16 Press Release and Related Matters 879.17 No Duty 879.18 No Fiduciary Relationship 879.19 Construction; Independence of Covenants. 879.20 Payments Set Aside 889.21 Benefits of Agreement 889.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 889.23 Judgment Currency 88

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES :

Schedule 3.9 - Subsidiaries and Joint Ventures

EXHIBITS :

Exhibit A - Assignment and AssumptionExhibit 2.3 - Borrowing RequestExhibit 2.7 - Interest Election RequestExhibit 2.16-1 - U .S. Tax Compliance CertificateExhibit 2.16-2 - U .S. Tax Compliance CertificateExhibit 2.16-3 - U .S. Tax Compliance CertificateExhibit 2.16-4 - U .S. Tax Compliance CertificateExhibit 5.7 - Compliance Certificate

This CREDIT AGREEMENT (this “ Agreement”) dated as of May 15, 2017, is by and among WESTROCKCOMPANY,a Delaware corporation (“ Parent”), WESTROCKPACKAGINGSYSTEMSUKLTD., a limited company incorporated underthe laws of England and Wales and MWVLUXEMBOURGS.ÀR.L.,a private limited liability company (société à responsabilitélimitée) incorporated under the laws of Luxembourg, as Borrowers, the LENDERS and COÖPERATIEVERABOBANKU.A.,NEWYORKBRANCH, as Administrative Agent.

WITNESSETH:

WHEREAS, Borrowers have requested that the Lenders make available for the purposes specified in this Agreement arevolving credit facility; and

WHEREAS, the Lenders are willing to make available to Borrowers such revolving credit facility upon the terms and subjectto the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties heretohereby agree as follows:1.DEFINITIONS

1.1 DefinedTerms. As used in this Agreement (including the foregoing preamble and recitals), the following terms havethe meanings specified below:

“ Acquisition” means any acquisition, whether by stock purchase, asset purchase, merger, amalgamation, consolidation orotherwise, of a Person or a business line of a Person.

“ Activities” has the meaning assigned to such term in Section 8.2(b) .

“ AdjustedLIBORate” means, with respect to any Eurodollar Borrowing for any Interest Period and currency, an interestrate per annum equal to (a) in the case of any Eurodollar Borrowing denominated in Dollars, (i) the LIBO Rate for such InterestPeriod and currency, multipliedby(ii) the Statutory Reserve Rate and (b) in the case of any Eurodollar Borrowing denominated inan Offshore Currency, the LIBO Rate for such Interest Period and such currency.

“ Administrative Agent ” means Rabobank, in its capacity as administrative agent for the Lenders under the LoanDocuments, and any successor Administrative Agent appointed pursuant to Section 8.

“ AdministrativeBorrower” has the meaning assigned to such term in Section 9.14 .

“ AdministrativeQuestionnaire” means an administrative questionnaire delivered by each Lender in a form supplied byAdministrative Agent.

“ Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is undercommon control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly,either to (a) vote 10% or more of the securities having ordinary voting power for the election of the Board of Directors of suchPerson, or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ AgentParties” means, collectively, Administrative Agent and its Related Parties.

“ Agent’sGroup” has the meaning assigned to such term in Section 8.2(b) .

“ AgreementCurrency” has the meaning assigned to such term in Section 9.23 .

“ Anti-Corruption Laws ” means the laws, rules, and regulations of the jurisdictions applicable to any Obligor or itsSubsidiaries from time to time concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of1977, as amended, and the United Kingdom Bribery Act 2010.

“ Anti-TerrorismLaws” means any laws, regulations, or orders of any Governmental Authority of the United States, theUnited Nations, United Kingdom, Luxembourg, European Union or the Netherlands relating to terrorism financing or moneylaundering, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the TradingWith the Enemy Act (50 U.S.C. § 5 et seq.), the International Security Development and Cooperation Act (22 U.S.C. § 2349aa-9 etseq.), the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Uniting and Strengthening Americaby Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “ USAPatriotAct”), and any rules or regulations promulgated pursuant to or under the authority of any of the foregoing.

“ ApplicableForeignObligorDocuments” has the meaning assigned to such term in Section 3.15 .

“ ApplicableMargin” means, for any day, the applicable rate per annum equal to (a) 0.00% with respect to any Base RateLoan, (b) 0.80% with respect to any Eurodollar Loan, and (c) 0.125% with respect to the commitment fees payable pursuant toSection 2.11(a) .

“ Approved Amendment ” means any amendment, modification, waiver, supplement, restatement, refinancing or otherreplacement of the Existing Credit Agreement, including any waiver of any provision thereof or consent to any departure therefromby a party thereto, so long as such amendment, modification, waiver, supplement, restatement, refinancing or other replacement shallhave been consented to by lenders under the Existing Credit Agreement that constitute (or whose Affiliates constitute) the RequiredLenders hereunder.

“ ApprovedFund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) anentity or an Affiliate of an entity that administers or manages a Lender.

“ AssignmentandAssumption” means an assignment and assumption entered into by a Lender and an assignee (with theconsent of each party whose consent is required by Section 9.4 ), and accepted by Administrative Agent, substantially in the form ofExhibit A or any other form approved by Administrative Agent.

“ AvoidanceProvisions” has the meaning assigned to such term in Section 9.15(c) .

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA ResolutionAuthority in respect of any liability of an EEA Financial Institution.

“ Bail-InLegislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EUof the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country fromtime to time which is described in the EU Bail-In Legislation Schedule.

“ BankruptcyCode” means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded, orreplaced from time to time.

“ BaseRate” means, at any time, the greatest of (a) the Prime Rate at such time, (b) 1/2 of 1% in excess of the Federal FundsEffective Rate at such time, and (c) the Adjusted LIBO Rate for a Eurodollar Loan in Dollars with a one-month Interest Periodcommencing at such time plus1.0%. For the purposes of this definition, the Adjusted LIBO Rate shall be determined using theAdjusted LIBO Rate as otherwise determined by Administrative Agent in accordance with the definition of “Adjusted LIBO Rate”,except that (i) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days priorto the commencement of an Interest Period) or (ii) if a given day is not a Business Day, the Adjusted LIBO Rate for such day shallbe the rate determined by Administrative Agent pursuant to the preceding clause (i) for the most recent Business Day preceding suchday. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or such Adjusted LIBO Rateshall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Effective Rate, orsuch Adjusted LIBO Rate, respectively. BaseRate, when used in reference to any Loan or Borrowing, refers to whether such Loan,or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Base Rate. Notwithstandingthe foregoing, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Board” means the Board of Governors of the Federal Reserve System of the United States.

“ BoardofDirectors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of suchPerson, (b) in the case of any limited liability company, the board of managers of such Person, (c) in the case of any partnership, theBoard of Directors of the general partner of such Person, and (d) in any other case, the functional equivalent of the foregoing.

“ Borrower” means the Lux Borrower and the U.K. Borrower, each individually (collectively, the “ Borrowers”).

“ Borrowing” means Loans of the same Type and currency made, converted or continued on the same date and, in the caseof Eurodollar Loans, as to which a single Interest Period is in effect.

“ BorrowingMinimum” means (a) in the case of a Eurodollar Borrowing denominated in Dollars, $2,000,000, (b) in thecase of a Eurodollar Borrowing denominated in Euros, €2,000,000, (c) in the case of a Eurodollar Borrowing denominated inSterling, £2,000,000, and (d) in the case of a Base Rate Borrowing, $2,000,000.

“ BorrowingMultiple” means (a) in the case of a Eurodollar Borrowing denominated in Dollars, $1,000,000, (b) in the caseof a Eurodollar Borrowing denominated in Euros, €1,000,000, (c) in the case of a Eurodollar Borrowing denominated in Sterling, £1,000,000, and (d) in the case of a Base Rate Borrowing, $1,000,000

“ BorrowingRequest” means a request by a Borrower for a Borrowing in accordance with Section 2.3 .

“ BusinessDay” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York Cityare authorized or required by law to remain closed; provided that, if a determination of a Business Day shall relate to (a) a EurodollarLoan, the term “ Business

Day” shall also exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market, (b) anOffshore Currency Loan denominated in Euros, or any other dealings in Euros to be carried out pursuant to this Agreement, the term“ BusinessDay” shall also exclude any day that is not a TARGET Day, or (c) an Offshore Currency Loan denominated in Sterling,or any other dealings in Sterling to be carried out pursuant to this Agreement, the term “Business Day” shall also exclude any day onwhich commercial banks in London, England or Luxembourg are authorized or required by law to remain closed.

“ CalculationDate” means the date of the applicable Specified Transaction which gives rise to the requirement to calculatethe financial covenants set forth in Sections 6.1(a) and (b) on a Pro Forma Basis.

“ CalculationPeriod” means, in respect of any Calculation Date, the period of four fiscal quarters of the Parent ended as ofthe last day of the most recent fiscal quarter of the Parent preceding such Calculation Date for which Administrative Agent shallhave received the financial information required by subsections (a) through (c) of Section 5.7 for the fiscal quarter or fiscal year, asapplicable, then ended.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury,depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“ ChangeinControl” means the occurrence of any of the following events: (a) as applied to the Parent, that any Person or“Group” (as defined in Section 13(d)(3) of the Exchange Act, but excluding (i) any employee benefit or stock ownership plans of theParent, and (ii) members of the Board of Directors and executive officers of the Parent as of the Effective Date, members of theimmediate families of such members and executive officers, and family trusts and partnerships established by or for the benefit ofany of the foregoing individuals) shall have acquired more than fifty percent (50%) of the combined voting power of all classes ofcommon stock of the Parent, except that the Parent’s purchase of its common stock outstanding on July 1, 2015 which results in oneor more of the Parent’s shareholders of record as of July 1, 2015 controlling more than fifty percent (50%) of the combined votingpower of all classes of the common stock of the Parent shall not constitute an acquisition hereunder, or (b) Parent shall cease to ownand control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Equity Interests of each of theBorrowers.

“ ChangeinLaw” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or takingeffect of any law, rule, regulation, or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,interpretation, implementation, or application thereof by any Governmental Authority, or (c) the making or issuance of any request,rule, guideline, or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstandinganything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,guidelines, or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines, or directivespromulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similarauthority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to bea “Change in Law”, regardless of the date enacted, adopted or issued.

“ Charges” has the meaning assigned to such term in Section 9.12 .

“ Code” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment” means at any time, with respect to each Lender, the commitment, if any, of such Lender to make Loans,expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure at such timehereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.8 or 2.18(b) , or (b) reduced or increasedfrom time to time pursuant to assignments by or to such Lender pursuant to Section 9.4 . The initial amount of each Lender’sCommitment is set forth below its name on its signature page hereto, or in the Assignment and Assumption pursuant to which suchLender becomes a party hereto, as applicable. The initial aggregate amount of the Lenders’ Commitments is $600,000,000.

“ Communication” has the meaning assigned to such term in Section 9.1(a) .

“ ComplianceCertificate” has the meaning assigned to such term in Section 5.7 .

“ ComputationDate” means (a) in connection with the making of any new Loan, the Business Day which is the date suchcredit is extended; (b) in connection with any extension or conversion or continuation of an existing Loan, the Business Day which isthe date such Loan is extended, converted or continued; (c) the date of any reduction of the Commitments pursuant to the terms ofSection 2.8 ; and (d) the last day of each month.

“ Connection IncomeTaxes” means Other Connection Taxes that are imposed on or measured by net income (howeverdenominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Companies” means, collectively, the Parent, the Lux Borrower, the U.K. Borrower, all of the RestrictedSubsidiaries, each Permitted Securitization Subsidiary and, to the extent required to be consolidated with the Parent under GAAP,any Joint Venture.

“ ConsolidatedFundedDebt” means the Funded Debt of the Consolidated Companies on a consolidated basis.

“ ConsolidatedInterestCoverageRatio” means, as of any date of determination, the ratio of (a) EBITDA for the period ofthe four prior fiscal quarters of the Parent ending on such date to (b) Consolidated Interest Expense paid or payable in cash duringsuch period (together with any sale discounts given in connection with sales of accounts receivable and/or inventory by theConsolidated Companies during such period).

“ ConsolidatedInterestExpense” means, for any period, all Interest Expense of the Consolidated Companies net of interestincome and income from corporate-owned life insurance programs (excluding (a) deferred financing costs included in amortization,(b) interest expense in respect of insurance premiums, (c) interest expense in respect of Indebtedness that is non-recourse to theParent and its Restricted Subsidiaries under the laws of the applicable jurisdiction, except for Standard Securitization Undertakingsand (d) interest expense in respect of the write-up or write-down of the fair market value of Indebtedness) of the ConsolidatedCompanies determined on a consolidated basis in accordance with GAAP.

“ ContractualObligation” of any Person means any provision of any security issued by such Person or of any agreement,instrument or undertaking under which such Person is obligated or by which it or any of the property owned by it is bound.

“ ContributingBorrower” has the meaning assigned to such term in Section 9.15(f) .

“ Copyright Licenses ” means any written agreement, naming any Obligor as licensor, granting any right under anyCopyright.

“ Copyrights ” means (a) all copyrights, now existing or hereafter created or acquired, all registrations and recordingsthereof, and all applications in connection therewith, whether in the United States Copyright Office or in any similar office or agencyof the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and (b) all renewalsthereof.

“ CreditExtension” means the making of a Loan.

“ Debt to Capitalization Ratio ” means, as of the last day of any fiscal quarter of the Parent, the ratio (expressed as apercentage) of (a) (i) Total Funded Debt minus(ii) the aggregate amount of cash on the consolidated balance sheet of the Parent andits Restricted Subsidiaries attributable to the net proceeds of an issuance or incurrence of Indebtedness that constitutes RefinancingIndebtedness in respect of existing Indebtedness maturing within 180 days of such issuance or incurrence, to (b) the sum of (i) (x)Total Funded Debt minus (y) the aggregate amount of cash on the consolidated balance sheet of the Parent and its RestrictedSubsidiaries attributable to the net proceeds of an issuance or incurrence of Indebtedness that constitutes Refinancing Indebtednessin respect of existing Indebtedness maturing within 180 days of such issuance or incurrence plus(ii) the Equity Capitalization plus(iii) deferred Taxes of the Parent and its consolidated Subsidiaries, each as of the last day of such fiscal quarter.

“ DebtorReliefLaws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment forthe benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of theUnited States or any other applicable country or jurisdiction (including the United Kingdom Insolvency Act of 1986), as the samemay now or hereafter be amended, and including any successor bankruptcy, insolvency, receivership or similar debtor relief law nowor hereafter in effect.

“ Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or bothwould, unless cured or waived, become an Event of Default.

“ DefaultRate” means a per annum interest rate equal to (a) in the case of any Loans, 2% plusthe rate otherwise applicableto such Loan (including the Applicable Margin) or (b) in the case of any other Obligation, 2% plusthe rate applicable to Base RateLoans (including the Applicable Margin) as provided in Section 2.12(a) .

“ DefaultingLender” means, subject to Section 2.21(b) , any Lender that (a) has failed to (i) fund all or any portion of itsLoans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifiesAdministrative Agent and Borrowers in writing that such failure is the result of such Lender’s determination that one or moreconditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specificallyidentified in such writing) has not been satisfied, or (ii) pay to Administrative Agent or any other Lender any other amount requiredto be paid by it hereunder within 2 Business Days of the date when due, (b) has notified any Borrower, Administrative Agent inwriting that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that

effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that suchposition is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with anyapplicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3Business Days after written request by Administrative Agent or Borrowers, to confirm in writing to Administrative Agent andBorrowers that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be aDefaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrowers), or(d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Laws, (ii)had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Personcharged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any otherstate or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lendershall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct orindirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide suchLender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs ofattachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm anycontracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lenderunder any one or more of clauses (a) through (d) of this definition shall be conclusive and binding absent manifest error, and suchLender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b) ) upon delivery of written notice of such determinationto Borrowers and each Lender .

“ Direction” has the meaning assigned to such term in Section 2.16(i)(ii) .

“ Dollars” or “ $” refers to lawful money of the United States.

“ DomesticSubsidiary” means any Subsidiary that is organized and existing under the laws of the United States, any statethereof or the District of Columbia.

“ EBITDA” means, for any fiscal period, “EBITDA” as such term is defined in and as calculated pursuant to the terms of theExisting Credit Agreement.

“ EEAFinancialInstitution” means (a) any credit institution or investment firm established in any EEA Member Countrywhich is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which isa parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA MemberCountry which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidatedsupervision with its parent.

“ EEAMemberCountry” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEAResolutionAuthority” means any public administrative authority or any Person entrusted with public administrativeauthority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA FinancialInstitution.

“ EffectiveDate” means the date on which the conditions set forth in Section 4.1 are satisfied (or waived in accordance withSection 9.2 ).

“ EligibleAssignee” means any Person that meets the requirements to be an assignee under Sections 9.4(b)(iii) , 9.4(b)(vi) ,and 9.4(b)(vii) (subject to such consents, if any, as may be required under Section 9.4(b)(iii) ).

“ Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata,and natural resources such as wetlands, flora and fauna.

“ Environmental Laws” means any and all applicable foreign, federal, state, provincial, local or municipal laws, rules,orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law(including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human healthor the Environment, as now or is at any relevant time in effect during the term of this Agreement.

“ EquityCapitalization” means as of the date of its determination, consolidated shareholders’ equity of the Parent and itsconsolidated Subsidiaries, as determined in accordance with GAAP.

“ Equity Interest” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options,participations, or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity ofsuch Person, including, if such Person is a partnership, partnership interests (whether general or limited), if such Person is a limitedliability company, membership interests and any other interest or participation that confers on a Person the right to receive a share ofthe profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued on or afterthe Effective Date, but excluding debt securities convertible or exchangeable into such equity.

“ EquivalentAmount” means, whenever this Agreement requires or permits a determination on any date of the equivalent inany currency (the “ basecurrency”) of an amount expressed in any other currency (the “ othercurrency”), the equivalent amountin such base currency of such amount expressed in the other currency as determined by the Administrative Agent on such date on thebasis of the Spot Rate for the purchase of the base currency with such other currency on the relevant Computation Date provided forhereunder. For the avoidance of doubt, the Equivalent Amount in Dollars of any amount denominated in Dollars shall be suchamount.

“ ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, asinterpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections ofERISA shall be construed also to refer to any successor sections.

“ ERISAAffiliate” means an entity which is under common control with any Obligor within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes any Obligor and which is treated as a single employer under subsection (b)or (c) of Section 414 of the Code.

“ ERISAEvent” means (a) a Reportable Event with respect to a Pension Plan; (b) with respect to any Pension Plan, thefailure to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA, whether or not waived;(c) a withdrawal by the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year inwhich it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations

that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) a complete or partial withdrawal, within the meaning ofSection 4203 or 4205 of ERISA, by the Parent or any ERISA Affiliate from a Multiemployer Plan or the receipt by any Obligor orany ERISA Affiliate of notification that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA or in“endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (e) the filing of a noticewith the PBGC of intent to terminate a Pension Plan in a distress termination described in Section 4041(c) of ERISA or thecommencement of proceedings by the PBGC to terminate or to appoint a trustee to administer a Pension Plan; or (f) the impositionof any liability under Title IV of ERISA with respect to the termination of any Pension Plan upon the Parent or any ERISA Affiliate.

“EUBail-InLegislationSchedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association(or any successor Person), as in effect from time to time.

“ EURegulation” has the meaning assigned to such term in Section 3.15(e) .

“ Euro” and “ €” mean the single currency of the Participating Member States.

“ Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprisingsuch Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“ EurodollarIllegalityNotice” has the meaning assigned to such term in Section 2.18(a) .

“ EventofDefault” has the meaning assigned to such term in Section 7.1 .

“ ExchangeAct” means the Securities Exchange Act of 1934, as amended from time to time.

“ ExcludedTaxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheldor deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated, but for thepurposes of the U.K. not including deemed net income), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as aresult of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicablelending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other ConnectionTaxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lenderwith respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lenderacquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrowers under Section 2.18(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16 , amounts with respectto such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to suchLender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply withSection 2.16(g) and Section 2.16(j) , and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ ExistingCreditAgreement” means that certain Credit Agreement, dated as of July 1, 2015 (as amended by AmendmentNo. 1 thereto, dated as of July 1, 2016) by and among Parent, WestRock Company of Canada Holdings Corp./Compagnie deHoldings WestRock du Canada Corp. (formerly, RockTenn Company of Canada Holdings Corp./Compagnie De HoldingsRockTenn Du Canada Corp.), a Nova Scotia unlimited company (together with the Parent, as borrowers), and any other

Subsidiary of the Parent that becomes an additional borrower pursuant thereto, WestRock RKT Company (formerly, Rock-TennCompany), a Georgia corporation, and WestRock MWV, LLC (formerly, Meadwestvaco Corporation), a Delaware limited liabilitycompany, as guarantors, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, and as thesame may be further amended, modified, waived, supplemented, restated, refinanced or otherwise replaced from time to time in eachcase pursuant to an Approved Amendment.

“ ExistingSeniorNotes” has the meaning ascribed to such term in the Existing Credit Agreement.

“ FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successorversion that is substantively comparable and not materially more onerous to comply with), any current or future regulations orofficial interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code (and any amended orsuccessor version described above) and any intergovernmental agreements implementing the foregoing.

“ Federal Funds Effective Rate ” means, for any day, the weighted average of the rates on overnight federal fundstransactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal ReserveBank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such dayfor such transactions received by Administrative Agent from three federal funds brokers of recognized standing selected by it.Notwithstanding the foregoing, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero forpurposes of this Agreement.

“ FeeLetter” means that certain fee letter, dated as of the Effective Date, executed by Borrowers setting forth the applicablefees relating to this Agreement to be paid to Administrative Agent, on its behalf and on behalf of the Lenders.

“ ForeignLender” means any Lender or Participant that is not a U.S. Person.

“ ForeignObligor” means each Borrower and any Guarantor that is a Foreign Subsidiary.

“ ForeignPlan” means each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject toERISA) maintained or contributed to by any Obligor or any of its Subsidiaries or in respect of which any Obligor or any of itsSubsidiaries is obligated to make contributions, in each case, for the benefit of employees of any Obligor or any of its Subsidiariesother than those employed within the United States, other than a plan maintained exclusively by a Governmental Authority.

“ Foreign Plan Event ” means, with respect to any Foreign Plan, (a) the failure to make or, if applicable, accrue inaccordance with applicable accounting practices, any employer or employee contributions required by applicable law or by the termsof such Foreign Plan; (b) the failure to register or loss of good standing with applicable regulatory or tax authorities of any suchForeign Plan required to be registered or registered to maintain advantageous tax status; or (c) the failure of any Foreign Plan tocomply with any provisions of applicable law and regulations or with the material terms of such Foreign Plan.

“ ForeignSubsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“ Fully Satisfied” or “ Full Satisfaction ” means, as of any date, that on or before such date with respect to the LoanDocuments: (a) the principal of and interest accrued to such date on the Loans shall have been paid in full in cash, (b) all fees,expenses, and other amounts then due and payable (other than contingent amounts for which a claim has not been made) under anyLoan Document shall have been paid in full in cash, and (c) the Commitments shall have expired or irrevocably been terminated.

“ Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding, orotherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“ FundedDebt” means, with respect to any Person, without duplication, all “Funded Debt” (as such term is defined in andas calculated pursuant to the terms of the Existing Credit Agreement) of such Person.

“ FundingBorrower” has the meaning assigned to such term in Section 9.15(f) .

“ GAAP” means generally accepted accounting principles and practices set forth from time to time in the opinions andpronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements andpronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature andauthority within the US accounting profession).

“ Governmental Authority” means the government of the United States or any other nation, or any political subdivisionthereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entityexercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government,including any supra-national bodies (such as the European Union or the European Central Bank).

“ Guarantor” means Parent and any other Person executing a Guaranty Agreement.

“ GuarantyAgreement” means, collectively, (a) that certain Guaranty Agreement dated as of the Effective Date executedand delivered by Parent in favor of the Administrative Agent and Lenders, and (b) any other guaranty agreement delivered toAdministrative Agent from time to time by any Person providing a guarantee of any of the Obligations, in form and substancereasonably acceptable to Administrative Agent.

“ GuarantyObligations” means, with respect to any Person, without duplication, any obligations of such Person (other thanendorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended toguarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including any obligation, whether ornot contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide fundsor other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balancesheet condition of such other Person (including keep well agreements, maintenance agreements, comfort letters or similaragreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase Property,securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or holdharmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder

shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximumprincipal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

“ HazardousSubstances” means any substance, waste, chemical, pollutant or contaminant, material or compound in anyform, including petroleum, crude oil or any fraction thereof, asbestos or asbestos containing materials, or polychlorinated biphenyls,that is regulated pursuant to any Environmental Law.

“ Hedging Agreements ” means, with respect to any Person, any agreement entered into to protect such Person againstfluctuations in interest rates, or currency or raw materials values, including any interest rate swap, cap or collar agreement or similararrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protectionagreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements,but excluding (a) any purchase, sale or option agreement relating to commodities used in the ordinary course of such Person’sbusiness and (b) any agreement existing as of the Effective Date or entered into after the Effective Date in accordance with thehistorical practices of the Consolidated Companies related to the fiber trading and fiber brokerage business of such Persons.

“ ImmaterialSubsidiary” means any Subsidiary of the Parent which is deemed to be an “Immaterial Subsidiary” under andpursuant to the terms of the Existing Credit Agreement.

“ Indebtedness” means, with respect to any Person, without duplication, all “Indebtedness” of such Person as such term isdefined in and as calculated pursuant to the terms of the Existing Credit Agreement.

“ IndemnifiedTaxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by oron account of any obligation of any Obligor under any Loan Document and (b) to the extent not otherwise described in clause (a) ofthis definition, Other Taxes.

“ Indemnitee” has the meaning assigned to such term in Section 9.3(b) .

“ Information” has the meaning assigned to such term in Section 9.11(b) .

“ InformationMaterials” has the meaning assigned to such term in Section 5.7 .

“ Intellectual Property” means all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and TrademarkLicenses.

“ Interest Election Request ” means a request by Borrowers to convert or continue a Borrowing in accordance withSection 2.7 .

“ InterestExpense” means, with respect to any Person for any period, the sum of the amount of interest paid or accrued inrespect of such period.

“ InterestPaymentDate” means (a) with respect to any Base Rate Loan, the second Business Day following each QuarterlyDate; and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loanis a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to thelast day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ InterestPeriod” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowingand ending on the numerically corresponding day in the calendar month that is one, two, three, or six months thereafter, asBorrowers may elect in accordance with Section 2.7 ; provided that (a) if any Interest Period would end on a day other than aBusiness Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Daywould fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) anyInterest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numericallycorresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month ofsuch Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made andthereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of(a) the purchase or other acquisition of capital stock or other securities of another Person or (b) the purchase or other acquisition (inone transaction or a series of transactions) of assets of another Person that constitute a business unit.

“ JointVenture” means, with respect to any Person, any corporation or other entity (including limited liability companies,partnerships, joint ventures, and associations) regardless of its jurisdiction of organization or formation, of which some but less than100% of the total combined voting power of all classes of voting Equity Interests or other ownership interests, at the time as ofwhich any determination is being made, is owned by such Person, either directly or indirectly through one or more Subsidiaries ofsuch Person.

“ JudgmentCurrency” has the meaning assigned to such term in Section 9.23 .

“ LeadArranger” means Rabobank, in its capacity as sole lead arranger and sole bookrunner for the credit facility under thisAgreement.

“ Lender” means a Lender with a Commitment or, if the Commitments have terminated or expired, a Lender with RevolvingCredit Exposure.

“ Lenders” means the Persons party hereto as a “ Lender” and any other Person that shall have become a party heretopursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignmentand Assumption.

“ LIBO Rate ” means, for any Interest Period for any Eurodollar Loan comprising part of the same Borrowing in anycurrency, an interest rate per annum:

(a) in the case of a Eurodollar Borrowing that is denominated in Dollars, equal to the London interbank offered rateas administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) fordeposits in Dollars with a term equivalent to such Interest Period as displayed on the Reuters screen page that displays such rate(currently page LIBOR01) (or, in the event such rate does not appear on a Reuters page or screen, on the appropriate page of suchother information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonablediscretion) at approximately 11:00 a.m., London time, 2 Business Days prior to the commencement of such Interest Period; providedthat in the event that such rate is not available at such time for any reason, the LIBO Rate with

respect to such Borrowing of Dollars for such Interest Period shall be the rate at which Dollar deposits in the amount of therequested Loan and for a maturity comparable to such Interest Period are offered by the principal London office of Rabobank inimmediately available funds in the London interbank market at approximately 11:00 a.m., London time, 2 Business Days prior to thecommencement of such Interest Period,

(b) in the case of a Eurodollar Borrowing that is denominated in Sterling, equal to either (i) the rate per annum fordeposits in Sterling that appears on Reuters Page LIBOR-01 (or any other page that may replace any such page on such service or isapplicable to Sterling in the judgment of the Administrative Agent), or (ii) if a rate cannot be determined pursuant to clause (i)above, a rate per annum equal to the average of the rate per annum at which deposits in Sterling are available to the AdministrativeAgent as determined by the Administrative Agent in London, England to prime banks in the interbank market, in either case at 11:00a.m., London time, 2 Business Days prior to the commencement of such Interest Period and for a period equal to such InterestPeriod, and

(c) in the case of a Eurodollar Borrowing that is denominated in Euros, equal to either (i) the rate per annum fordeposits in Euros that appears on Reuters Page LIBOR-01 (or any successor page), or (ii) if a rate cannot be determined pursuant toclause (i) above, a rate per annum equal to the average of the rate per annum at which deposits in Euros are available to theAdministrative Agent as determined by the Administrative Agent in London, England to prime banks in the interbank market, ineither case at 11:00 a.m., London time, 2 Business Days prior to the commencement of such Interest Period and for a period equal tosuch Interest Period,

provided that in no event shall the LIBO Rate for any currency be less than zero.

“ License” has the meaning assigned to such term in Section 5.6(c) .

“ Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien(statutory or otherwise), preference, priority or charge of any kind in the nature of a security interest (including any conditional saleor other title retention agreement and any lease in the nature thereof).

“ Loan” means a loan or advance made pursuant to Section 2.1 .

“ LoanDocuments” means, collectively, this Agreement, all Guaranty Agreements, the Fee Letter, all Borrowing Requests,all Interest Election Requests, and all other documents, instruments, certificates, and agreements executed, delivered, oracknowledged by an Obligor (other than Organizational Documents) that are issued under or delivered pursuant to this Agreement.

“ Loans” mean the loans made by the Lenders to any Borrower pursuant to this Agreement in the form of a Loan.

“ LuxBorrower” means MWV Luxembourg S.à r.l., a private limited liability company ( sociétéàresponsabilitélimitée),incorporated under the laws of Luxembourg, having its registered office at 163, rue du Kiem, 8030 Strassen, Grand Duchy ofLuxembourg, registered with the Luxembourg Trade and Companies Register under number B 159.099.

“ Luxembourg” means the Grand Duchy of Luxembourg.

“ LuxembourgInsolvencyRules” has the meaning assigned to such term in the definition of “Solvent.”

“ LuxembourgLoan” means any Loan made to the Lux Borrower by a Lender.

“ LuxembourgTaxDeduction” has the meaning assigned to such term in Section 2.16(k).

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations,business, properties, liabilities or financial condition of the Parent and its Restricted Subsidiaries taken as a whole; (b) a materialimpairment of the ability of the Obligors, taken as a whole, to perform their obligations under any Loan Document; or (c) a materialadverse effect upon the legality, validity, binding effect or enforceability against the Obligors, taken as a whole, of the LoanDocuments.

“ MaterialContract” means any contract or other arrangement to which the Parent or any of its Subsidiaries is a party that isrequired to be filed with the SEC.

“ MaterialSubsidiary” means each Restricted Subsidiary that is not an Immaterial Subsidiary.

“ MaturityDate” means May 14, 2018.

“ MaximumBorrowerLiability” has the meaning assigned to such term in Section 9.15(c) .

“ MaximumRate” has the meaning assigned to such term in Section 9.12 .

“ Multiemployer Plan” means any employee benefit plan of the type defined in Section 3(37) of ERISA or described inSection 4001(a)(3) of ERISA and that is subject to ERISA, to which the Parent or any ERISA Affiliate makes or is obligated tomake contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

“ Non-ConsentingLender” means any Lender that does not approve any consent, waiver or amendment that (a) requires theapproval of all affected Lenders in accordance with the terms of Section 9.2 and (b) has been approved by Administrative Agent andthe Required Lenders.

“Non-DefaultingLender”means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Obligations” means all of the obligations, indebtedness and liabilities of the Obligors to the Lenders and AdministrativeAgent under this Agreement or any of the other Loan Documents, including principal, interest, fees, prepayment premiums (if any),expenses, reimbursements and indemnification obligations and other amounts, whether direct or indirect (including those acquiredby assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, andexpenses that accrue after the commencement by or against any Obligor of any proceeding under any Debtor Relief Law, regardlessof whether such interest, fees, and expenses are allowed or allowable in whole or in part as a claim in such proceeding.

“ Obligor” means each Borrower and each Guarantor.

“ OffshoreCurrency” means Sterling, and Euros.

“ OffshoreCurrencyLoan” means any Loan denominated in an Offshore Currency.

“ Organizational Documents ” means, with respect to any Person (a) in the case of any corporation, the certificate ofincorporation and by-laws (or similar documents) of such Person, (b) in the case of any limited liability company, the certificate orarticles of formation of such Person (or, in the case of (x) the U.K. Borrower, its memorandum and articles of association, and (y)the Lux Borrower, its articles of association), (c) in the case of any limited partnership, the certificate of formation and limitedpartnership agreement (or similar documents) of such Person, (d) in the case of any general partnership, the partnership agreement(or similar document) of such Person, (e) in any other case, the functional equivalent of the foregoing, and (f) any shareholder,voting trust, or similar agreement between or among any holders of Equity Interests of such Person.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or formerconnection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipienthaving executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected asecurity interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interestin any Loan or Loan Document).

“ OtherDebtorReliefLaw” has the meaning assigned to such term in Section 9.15(c) .

“ OtherTaxes” means all present or future stamp, registration, court or documentary, intangible, recording, filing or similarTaxes or notarial fees that, in each case, arise from any payment made under, from the execution, delivery, performance,enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any LoanDocument, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignmentmade pursuant to Section 2.18(b) ) and any Luxembourg registration duties ( droitd'enregistrement) payable due to registration ofany Loan Document by the Lenders when such registration is or was not required to maintain, preserve or enhance the rights of theAdministrative Agent or any Lender under any Loan Document.

“ Parent”has the meaning ascribed to such term in the preamble to this Agreement.

“ Participant” has the meaning assigned to such term in Section 9.4(e) .

“ ParticipantRegister” has the meaning assigned to such term in Section 9.4(e) .

“ ParticipatingMemberState” means any member state of the European Union that has the Euro as its lawful currency inaccordance with legislation of the European Union relating to Economic and Monetary Union.

“ PatentLicense” means all agreements, whether written or oral, providing for the grant by or to an Obligor of any right tomanufacture, use or sell any invention covered by a Patent.

“ Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, and(b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof.

“ PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ PensionPlan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other thana Multiemployer Plan, that is subject to Title IV of ERISA and

is sponsored or maintained by the Parent or any ERISA Affiliate or to which the Parent or any ERISA Affiliate contributes or has anobligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has madecontributions at any time during the immediately preceding five (5) plan years.

“ Permitted Securitization Entity ” means a Person (other than a Permitted Securitization Subsidiary, individual orGovernmental Authority) that was established by a financial institution or Affiliate thereof to purchase or otherwise acquire assetsfor the principal purpose of securitization, and which purchase or acquisition of such assets is funded through the issuance ofsecurities by such Person or by such Person incurring indebtedness; provided that a financial institution or Affiliate of a financialinstitution that purchases or acquires assets for the principal purpose of securitization shall also be considered a PermittedSecuritization Entity.

“ PermittedSecuritizationSubsidiary” means any Subsidiary of the Parent that (a) is directly or indirectly wholly-owned bythe Parent, (b) is formed and operated solely for purposes of a Permitted Securitization Transaction, (c) is formed to qualify as a“bankruptcy remote” entity, (d) has organizational documents which limit the permitted activities of such Permitted SecuritizationSubsidiary to the acquisition of Securitization Assets from the Parent or one or more of its Subsidiaries, the securitization of suchSecuritization Assets and activities necessary or incidental to the foregoing, (e) if organized within the United States, is organized soas to meet S&P’s requirements for special purpose entities engaged in the securitization of assets, (f) if organized within Canada orany province or territory thereof, is organized so as to meet the requirements for special purpose entities engaged in thesecuritization of assets by any recognized rating agency operating in such jurisdiction and (g) if organized outside the United Statesand Canada (and any province or territory thereof), is organized so as to meet the requirements for special purpose entities engagedin the securitization of assets by any recognized rating agency operating in such jurisdiction; provided that if no requirements forspecial purpose entities exist in such jurisdiction, the Parent shall certify to the Administrative Agent that no recognized ratingagency is operating in such jurisdiction that customarily rates securitization transactions.

“ PermittedSecuritizationTransaction” means (a) the transfer by the Parent or one or more of its Restricted Subsidiaries ofSecuritization Assets to one or more (x) Permitted Securitization Subsidiaries or (y) Permitted Securitization Entities and, in eachcase, the related financing of such Securitization Assets; provided that, in each case, (i) such transaction is the subject of a favorablelegal opinion as to the “true sale” of the applicable Securitization Assets under the laws of the applicable jurisdiction and (ii) suchtransaction is non-recourse to the Parent and its Restricted Subsidiaries under the laws of the applicable jurisdiction, except forStandard Securitization Undertakings, (b) any credit facility backed or secured by Receivables or any other Securitization Assets ofthe Consolidated Companies among one or more Consolidated Companies and a financial institution, which credit facility is non-recourse to the Parent and its Restricted Subsidiaries under the laws of the applicable jurisdiction, except for Standard SecuritizationUndertakings or (c) any other arrangement or agreement in respect of a “true sale” (or any similar concept in the applicablejurisdiction) of Receivables or any other Securitization Assets in accordance with the laws of the United States or any State thereof,Canada, any province or territory of Canada or other applicable jurisdiction.

“ Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,partnership, Governmental Authority, or other entity.

“ Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and withrespect to which any Obligor or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 ofERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” has the meaning assigned to such term in Section 9.1(d) .

“ PrimeRate” means the rate of interest per annum published in the Wall Street Journal as the U.S. dollar “prime rate” forsuch day or, if the Wall Street Journal does not publish such rate on such day, then such rate as most recently published prior to suchday.

“ PriorityDebtBasket” means, at any time, the “Priority Debt Basket” as such term is defined in and as calculated pursuantto the terms of the Existing Credit Agreement.

“ ProcessAgent” has the meaning assigned to such term in Section 9.9(d) .

“ ProFormaBasis” means, in connection with the calculation as of the applicable Calculation Date (utilizing the principlesset forth in Section 1.6(c) ) of the financial covenants set forth in Section 6.1(a) and (b) in respect of a proposed transaction ordesignation of a Restricted Subsidiary as an Unrestricted Subsidiary (a “ SpecifiedTransaction”), the making of such calculationafter giving effect on a pro forma basis to:

(a) the consummation of such Specified Transaction as of the first day of the applicable Calculation Period;

(b) the assumption, incurrence or issuance of any Indebtedness of a Consolidated Company (including any Personwhich became a Consolidated Company pursuant to or in connection with such Specified Transaction) in connection withsuch Specified Transaction, as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied)on the first day of such Calculation Period (with any such Indebtedness bearing interest at a floating rate being deemed tohave an implied rate of interest for the applicable period equal to the rate which is or would be in effect with respect to suchIndebtedness as of the applicable Calculation Date);

(c) the permanent repayment, retirement or redemption of any Indebtedness (other than revolving Indebtedness,except to the extent accompanied by a permanent commitment reduction) by a Consolidated Company (including any Personwhich became a Consolidated Company pursuant to or in connection with such Specified Transaction) in connection withsuch Specified Transaction, as if such Indebtedness had been repaid, retired or redeemed on the first day of such CalculationPeriod;

(d) other than in connection with such Specified Transaction, any assumption, incurrence or issuance of anyIndebtedness by a Consolidated Company after the first day of the applicable Calculation Period, as if such Indebtedness hadbeen assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period (with anysuch Indebtedness so incurred or issued bearing interest at a floating rate being deemed to have an implied rate of interest forthe applicable period equal to the rate which is or would be in effect with respect to such Indebtedness as of the applicableCalculation Date,

and with any such Indebtedness so assumed bearing interest at a floating rate being calculated using the actual interest rate ineffect during such period); and

(e) other than in connection with such Specified Transaction, the permanent repayment, retirement or redemptionof any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a permanent commitmentreduction) by a Consolidated Company after the first day of the applicable Calculation Period, as if such Indebtedness hadbeen repaid, retired or redeemed on the first day of such Calculation Period.

“ Pro Rata Share ” means with respect to any Lender in respect of any rights or obligations affecting or involving allLenders (including any reimbursement obligations in respect of any indemnity claim arising out of an action or omission ofAdministrative Agent under this Agreement), the percentage (carried out to the ninth decimal place) of the total Commitmentshereunder represented by the aggregate amount of such Lender’s Commitments. If the Commitments have terminated or expired, thePro Rata Share shall be determined based upon the Revolving Credit Exposure of all such Lenders at such time.

“ Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ QuarterlyDates” means the last day of March, June, September, and December of each year through the Maturity Date,commencing with the first such date after the Effective Date.

“ Rabobank” means Coöperatieve Rabobank U.A., New York Branch.

“ Recipient” means (a) Administrative Agent, and (b) any Lender, as applicable.

“ Refinancing Indebtedness ” means, with respect to any Indebtedness (the “ Existing Indebtedness ”), any otherIndebtedness that renews, refinances, refunds, replaces or extends such Existing Indebtedness (or any Refinancing Indebtedness inrespect thereof); provided that the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of suchExisting Indebtedness except by an amount no greater than accrued and unpaid interest with respect to such Existing Indebtednessand any reasonable fees, premium and expenses relating to such renewal, refinancing, refunding, replacement or extension, unless atthe time such Refinancing Indebtedness is incurred, such excess amount shall be permitted under Section 6.3 and, if applicable,utilize a basket thereunder.

“ Register” has the meaning assigned to such term in Section 9.4(d) .

“ RegulationT” means Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof.

“ Regulation U” means Regulation U of the Board as from time to time in effect and any successor to all or a portionthereof.

“ Regulation X” means Regulation X of the Board as from time to time in effect and any successor to all or a portionthereof.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,employees, agents, trustees, administrators, managers, advisors, attorneys-in-fact, and representatives of such Person and of suchPerson’s Affiliates.

“ Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying,injection, migrating or leaching into the Environment, or into or from any building or facility.

“ ReportableEvent” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-daynotice period has been waived by regulation.

“ RequiredFinancial Information” means, as to any fiscal quarter or fiscal year of the Parent, the financial informationrequired by subsections (a) through (c) of Section 5.7 for such fiscal quarter or fiscal year, as applicable.

“ Required Lenders ” means, at any time, Lenders having Revolving Credit Exposures, and unused Commitmentsrepresenting more than 50% of the sum of the aggregate Revolving Credit Exposures and unused Commitments of all Lenders atsuch time; provided the Commitments of, and the portion of the Revolving Credit Exposure held or deemed held by, any DefaultingLender shall be excluded for purposes of making a determination of Required Lenders.

“ Requirements of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational orgoverning documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or otherGovernmental Authority, in each case applicable to or binding upon such Person or any of its material property.

“ ResignationEffectiveDate” has the meaning assigned to such term in Section 8.6(a) .

“ Responsible Officer” means the chief executive officer, president, chief financial officer, principal accounting officer,treasurer, or controller of any Person, and in the case of (x) the Lux Borrower, the manager ( gérant) designated for that purpose bya resolution of the board of managers and (y) the U.K. Borrower, a director of the U.K. Borrower. Any document deliveredhereunder that is signed by a Responsible Officer of any Person shall be conclusively presumed to have been authorized by allnecessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be presumed tohave acted on behalf of such Person.

“ Restricted Subsidiary” means any Subsidiary of the Parent other than any such Subsidiary that is or shall become anUnrestricted Subsidiary.

“ RevolvingCreditAvailabilityPeriod” means the period from and including the Effective Date and ending on the earlier ofthe Business Day immediately preceding the Maturity Date and the date of termination of the Commitments pursuant to the termshereof.

“ RevolvingCreditExposure” means, with respect to any Lender at any time, the sum of the Equivalent Amount in Dollarsof the outstanding principal amount of such Lender’s Loans at such time.

“ S&P” means Standard & Poor’s Financial Services LLC, a division of S&P Global Inc.

“ Sanctions” means any sanctions administered by, maintained by, or enforced by the U.S. Department of the Treasury’sOffice of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, HerMajesty’s Treasury of the United Kingdom, the Netherlands, Luxembourg or other relevant sanctions authority in any jurisdiction inwhich an Obligor or any of its Subsidiaries is organized or located or conducts business.

“ SEC” means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authoritysucceeding to any of its principal functions.

“ Securitization Assets ” means any accounts receivable, notes receivable, rights to future lease payments or residuals(collectively, the “ Receivables”) owed to or owned by the Parent or any Subsidiary (whether now existing or arising or acquired inthe future), all collateral securing such Receivables, all contracts and contract rights, purchase orders, records, security interests,financing statements or other documentation in respect of such Receivables and all guarantees, letters of credit, insurance or otheragreements or arrangements supporting or securing payment in respect of such Receivables, all lockboxes and collection accounts inrespect of such Receivables (but only to the extent such lockboxes and collection accounts contain only amounts related to suchReceivables subject to a Permitted Securitization Transaction), all collections and proceeds of such Receivables and other assetswhich are of the type customarily granted or transferred in connection with securitization transactions involving receivables similarto such Receivables.

“ Solvent” means, with respect to any Person (other than a Person organized under the laws of Luxembourg or the UnitedKingdom), that as of the date of determination, (a) the sum of such Person’s debt (including contingent liabilities) does not exceedthe present fair saleable value of such Person’s present assets; (b) such Person’s capital is not unreasonably small in relation to itsbusiness as contemplated on such date of determination; (c) such Person has not incurred and does not intend to incur, or believe thatit will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (d) such Person is“solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating tofraudulent transfers and conveyances. For purposes of the foregoing definition, (i) the amount of any contingent liability at any timeshall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount thatcan reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet thecriteria for accrual under Statement of Financial Accounting Standard No. 5), (ii) “debt” means liability on a “claim,” and (iii)“claim” means any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed,contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy forbreach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced tojudgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. “ Solvent” shall mean with respectto any Person organized under the laws of (i) the United Kingdom, that such Person is able to pay its debts as they fall due, is notdeemed unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency Act of 1986 and that thevalue of its assets is greater than the value of its liabilities, taking into account contingent and prospective liabilities, and (ii)Luxembourg, that such Person (1) is not unable to meet its financial obligations ( cessation de paiements ) and has not lost itscreditworthiness ( ébranlement de credi t) within the meaning of Article 437 of the Luxembourg Commercial Code; (2) is notsubject to insolvency proceedings within the meaning of Articles 437 ff. of the Luxembourg Commercial Code or any otherinsolvency proceedings pursuant to the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings; (3) isnot subject to controlled management ( gestioncontrôlée) within the meaning of the grand ducal regulation of 24 May 1935 oncontrolled management; (4) has not entered into voluntary arrangement with creditors ( concordatpréventifdefaillite) within themeaning of the law of 14 April 1886 on arrangements to prevent insolvency, as

amended; (5) is not subject to suspension of payments ( sursis de paiement ) within the meaning of Articles 593 ff. of theLuxembourg Commercial Code; and (6) is not subject to voluntary or compulsory winding up pursuant to the law of 10 August 1915on commercial companies, as amended (“ LuxembourgInsolvencyRules”).

“ SpecifiedTransaction” has the meaning assigned to such term in the definition of “Pro Forma Basis”.

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent to be the rate quoted by theAdministrative Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency throughits principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on the date two (2) Business Days priorto the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot ratefrom another nationally-recognized financial institution designated by the Administrative Agent if the Administrative Agent does nothave as of the date of determination a spot buying rate for any such currency.

“ StandardSecuritizationUndertakings” has the meaning ascribed to such term in the Existing Credit Agreement.

“ Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and thedenominator of which is the number one minusthe aggregate of the maximum reserve percentages (including any marginal, special,emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic orforeign, to which Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding aLoan) is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Board). Suchreserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constituteeurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions, or offsetsthat may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory ReserveRate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Sterling” and “ £” mean the lawful currency of the United Kingdom.

“ Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which sharesof stock or other ownership interests having ordinary voting power to elect a majority of the directors or other managers of suchcorporation, partnership, limited liability company or other entity (irrespective of whether or not at the time, any class or classes ofsuch corporation shall have or might have voting power by reason of the happening of any contingency) are at the time owned bysuch Person directly or indirectly through one or more intermediaries or subsidiaries. Unless otherwise specified, “ Subsidiary”means a Subsidiary of Parent.

“ SuccessorBorrower” has the meaning assigned to such term in Section 6.04(a)(i) .

“ TARGETDay” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer(TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined bythe Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“ Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penaltiesapplicable thereto.

“ TotalCreditExposure” means, as to any Lender at any time, the aggregate amount of the Revolving Credit Exposures andunused Commitments of such Lender at such time.

“ TotalFundedDebt” means, without duplication, the sum of: (a) Consolidated Funded Debt, (b) with respect to a PermittedSecuritization Transaction, (i) if a Permitted Securitization Subsidiary is a party to such Permitted Securitization Transaction, theaggregate principal, stated or invested amount of outstanding loans made to the relevant Permitted Securitization Subsidiary undersuch Permitted Securitization Transaction and (ii) if a Permitted Securitization Entity is a party to such Permitted SecuritizationTransaction, the aggregate amount of cash consideration received as of the date of such sale or transfer by the Parent and itsRestricted Subsidiaries from the sale or transfer of Receivables or other Securitization Assets during the applicable calendar monthin which such sale or transfer took place under such Permitted Securitization Transaction, and (c) to the extent not otherwiseincluded, the outstanding principal balance of Indebtedness under any Permitted Securitization Transaction referenced in clause (b)of the definition thereof.

“ TrademarkLicense” means any agreement, written or oral, providing for the grant by or to an Obligor of any right to useany Trademark.

“ Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious businessnames, trade dress and service marks, logos and other source or business identifiers, and the goodwill associated therewith, nowexisting or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith,whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof orany other country or any political subdivision thereof, or otherwise, and (b) all renewals thereof.

“ Transactions ” means the execution, delivery and performance by each Obligor of this Agreement and the other LoanDocuments to which such Obligor is intended to be a party and the consummation of the transactions contemplated thereby, theborrowing of Loans, the use of the proceeds thereof, and the payment of all fees and expenses to be paid on or prior to the EffectiveDate and owing in connection with the foregoing.

“ Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on theLoans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base Rate.

“ U.K.Borrower” means WestRock Packaging Systems UK Ltd., a limited company incorporated under the laws of Englandand Wales with company number 02021031.

“ U.K.QualifyingLender” means a Lender which is beneficially entitled to interest payable in respect of an advance under aLoan Document and is (a) a Lender (i) that is a bank (as defined for the purpose of section 879 of the United Kingdom Income TaxAct 2007) making an advance under a Loan Document or (ii) in respect of an advance made under a Loan Document by a Personthat was a bank (as defined for the purpose of section 879 of the United Kingdom Income Tax Act 2007) at the time such advancewas made, and in either case is subject to United Kingdom corporation

tax on any payments of interest made with respect to such advance; (b) a Lender which is (i) a company resident in the UnitedKingdom for United Kingdom tax purposes, (ii) a partnership, each member of which is (x) a company resident in the UnitedKingdom for United Kingdom tax purposes, or (y) a company not so resident in the United Kingdom which carries on a trade in theUnited Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within themeaning of section 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that advance thatfalls to it by reason of Part 17 of the Corporation Tax Act 2009, or (iii) a company not so resident in the United Kingdom whichcarries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable inrespect of that advance in computing the chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) ofthat company; or (c) a U.K. Treaty Lender.

“ U.K.TaxConfirmation” means confirmation by a Lender that the Person beneficially entitled to interest payable to suchLender in respect of an advance under a Loan Document is either (a) a company resident in the United Kingdom for UnitedKingdom tax purposes, (b) a partnership, each member of which is (i) a company resident in the United Kingdom for UnitedKingdom tax purposes, or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdomthrough a permanent establishment and which brings into account in computing its chargeable profits (within the meaning ofsection 19 of the Corporation Tax Act 2009) the whole of any share of interest payable in respect of that advance that falls to it byreason of Part 17 of the Corporation Tax Act 2009, or (c) a company not so resident in the United Kingdom that carries on a trade inthe United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance incomputing the chargeable profits (within the meaning of section 19 of the Corporation Tax Act 2009) of that company.

“ U.K.Taxes” means Taxes (including Other Taxes) imposed by the United Kingdom.

“ U.K.Treaty” has the meaning assigned to such term in the definition of “U.K. Treaty State”.

“ U.K.TreatyLender” means a Lender that (a) is treated as a resident of a U.K. Treaty State for the purposes of a U.K.Treaty and (b) does not carry on a business in the United Kingdom through a permanent establishment with which such Lender’sparticipation is effectively connected.

“ U.K.TreatyState” means a jurisdiction party to an income tax treaty with the United Kingdom (a “ U.K.Treaty”) thatmakes provision for full exemption from tax imposed by the United Kingdom on interest.

“ UnitedStates” and “ U.S.” mean the United States of America.

“ Unrestricted Subsidiary” means any Subsidiary which is designated as being an “Unrestricted Subsidiary” under andpursuant to the terms of the Existing Credit Agreement.

“ U.S.Person” means any Person that is a “ UnitedStatesPerson” as defined in Section 7701(a)(30) of the Code.

“ U.S.TaxComplianceCertificate” has the meaning assigned to such term in Section 2.16(g) .

“ USAPatriotAct” has the meaning assigned to such term in the definition of “Anti-Terrorism Laws”.

“ WithholdingAgent” means any Obligor and Administrative Agent.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down andconversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEAMember Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 ClassificationofLoansandBorrowings. For purposes of this Agreement, Loans may be classified and referred to byType ( e.g., a EurodollarLoan). Borrowings also may be classified and referred to by Type ( e.g., a EurodollarBorrowing).

1.3 Interpretation. With reference to this Agreement and each other Loan Document, unless other specified herein or insuch other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words“include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall beconstrued to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of orreference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument orother document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Personshall be construed to include such Person’s permitted successors and assigns, (iii) the words “herein”, “hereof”, and “hereunder”,and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety andnot to any particular provision thereof, (iv) unless otherwise specified, all references in any Loan Document to Sections, Exhibits,and Schedules shall be construed to refer to Sections of, and Exhibits, and Schedules to, the Loan Document in which suchreferences appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law orregulation as amended, modified or supplemented from time to time, (vi) any table of contents, captions and headings are forconvenience of reference only and shall not affect the construction of this Agreement or any other Loan Document, and (vii) thewords “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible andintangible assets and properties, including cash, securities, accounts, and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means“from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

1.4 Rounding. Any financial ratios required to be maintained by Parent and its Subsidiaries pursuant to this Agreementshall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than thenumber of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5 CurrencyEquivalents. The Administrative Agent shall determine the Spot Rates as of each Computation Date to beused for calculating the Equivalent Amounts in Dollars or Offshore Currencies, as applicable. Such Spot Rates shall becomeeffective as of such Computation Date and shall be the Spot Rates employed in converting any amounts between the applicablecurrencies until the next Computation Date to occur. Except for purposes of financial statements delivered by the Parent hereunderor calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency forpurposes of the Loan Documents shall be the Equivalent Amounts in Dollars thereof as determined in good faith by theAdministrative Agent.

1.6 AccountingTerms;GAAP.

(a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accountingdeterminations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared inaccordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of Parentdelivered to the Lenders; provided that, if the Parent shall notify the Administrative Agent that it wishes to amend any covenant inSection 6.1 (or any component thereof) to eliminate the effect of any change in GAAP on the operation of such covenant or suchratio (or if the Administrative Agent notifies the Parent that the Required Lenders wish to amend Section 6.1 (or any componentthereof) for such purpose), then the Parent’s compliance with such covenant shall be determined on the basis of GAAP in effect andas adopted by the Parent on March 31, 2015 (which, for the avoidance of doubt, shall exclude any prospective changes to leaseaccounting under GAAP), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Parentand the Required Lenders.

(b) The Parent shall deliver to the Administrative Agent and each Lender at the same time as the delivery of anyRequired Financial Information, (a) a description in reasonable detail of any material change in the application of accountingprinciples employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or

annual financial statements as to which no objection shall have been made in accordance with the provisions above and (b) areasonable estimate of the effect on the financial statements on account of such changes in application (it being understood that therequirement in this subsection (ii) shall be satisfied if the information required by clauses (a) and (b) above are included theapplicable Required Financial Information).

(c) Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations madein determining compliance for any applicable period with the financial covenants set forth in Section 6.1 for any applicable period(including for purposes of the definitions of “Consolidated Interest Expense,” “EBITDA,” “Pro Forma Basis” and “Total FundedDebt” set forth in Section 1.1 ), if any Acquisition or disposition of Property, in each case involving consideration in excess of$50,000,000, occurred during such period, such calculations with respect to such period shall be made on a Pro Forma Basis.

(d) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that after the LoanParties’ obligations with respect to a series of debt securities are deemed to be no longer outstanding under an indenture or otheroperative document governing such debt securities (including due to having paid or irrevocably deposited funds sufficient to pay theentire Indebtedness represented by such debt securities at a given date), (i) such debt securities will thereafter be deemed to be nolonger “outstanding” for purposes of all calculations made under this Agreement and (ii) any interest expense attributable to suchdebt securities will thereafter be deemed not to constitute Interest Expense for purposes of all calculations made under thisAgreement.

1.7 LuxembourgTerms. Any reference to (a) a lien or security interest includes any hypothèque,nantissement,gage,privilège,sûretéréelle,droitderetentionand any type of real security in rem ( sûretéréelle) or agreement or arrangement having asimilar effect and any transfer of title by way of security; (b) a director includes a gérantor an administrateur ; (c) a “set-off”includes, for purposes of Luxembourg law, legal set-off; or (d) attachment or similar creditors process means an executoryattachment.

2. THECREDITS

2.1 TheCommitments. Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointlywith any other Lender, to make Loans to Borrowers from time to time during the Revolving Credit Availability Period, in Dollars orany Offshore Currency, in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure(determined in the Equivalent Amount in Dollars as of the most recent Computation Date) exceeding such Lender’s Commitment or(b) the aggregate Revolving Credit Exposures of all Lenders (determined in the Equivalent Amount in Dollars as of the most recentComputation Date) exceeding the aggregate Commitments of all Lenders. Within the foregoing limits and subject to the terms andconditions set forth herein, Borrowers may borrow, prepay, and reborrow Loans.

2.2 LoansandBorrowings.

(a) Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Typeand currency made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make anyLoan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(b) Type of Loans. Subject to Sections 2.7 and 2.13 , each Borrowing shall be comprised entirely of Base RateLoans or Eurodollar Loans as Borrowers may request in accordance herewith; provided all Loans in an Offshore Currency shall beEurodollar Loans. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliateof such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of Borrowers to repaysuch Loan in accordance with the terms of this Agreement and (ii) the nonperformance of a Lender’s obligations by any domestic orforeign branch or Affiliate of such Lender so nominated by it shall not relieve the Lender from its obligations under this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowing. At the commencement of each Interest Period forany Eurodollar Borrowing, such Borrowing shall be in a minimum aggregate principal amount equal to the applicable BorrowingMinimum or an integral multiple of the applicable Borrowing Multiple in excess thereof; provided that a Eurodollar Borrowing maybe in an aggregate principal amount that is equal to the entire unused balance of the aggregate Commitments of all Lenders. At thetime that each Base Rate Borrowing is made, such Borrowing shall be in a minimum aggregate principal amount equal to theapplicable Borrowing Minimum or an integral multiple of the applicable Borrowing Multiple in excess thereof; provided that a BaseRate Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the aggregate Commitments ofall Lenders. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time bemore than a total of 5 Eurodollar Borrowings outstanding.

(d) Limitations on Lengths of Interest Periods. Notwithstanding any other provision of this Agreement, Borrowersshall not be entitled to request, or to elect to convert to or continue as, a Eurodollar Borrowing, if the Interest Period requested withrespect thereto would end after the Maturity Date.

(e) Currency for each Borrowing. All Eurodollar Loans shall be made in Dollars or in any Offshore Currency, asBorrowers may request but subject to Section 4.2(c) . All Base Rate Loans shall be made in Dollars.

2.3 RequestsforBorrowings. To request a Borrowing, Borrowers shall notify Administrative Agent of such request inwriting, which request must be received by Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,New York City time, three Business Days before the date of the proposed Borrowing, or (ii) in the case of a Base Rate Borrowing inDollars, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shallbe irrevocable and shall be in the form of Exhibit 2.3 and signed by Borrowers. Each Borrowing Request shall specify the followinginformation:

(a) whether such Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing;

(b) the aggregate principal amount of the requested Borrowing;

(c) the date of such Borrowing, which shall be a Business Day;

(d) in the case of a Eurodollar Borrowing, whether the requested Borrowing is to be denominated in Dollars, Eurosor Sterling;

(e) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto (including specifyingthe duration of such Interest Period and the last day of such Interest Period), which shall be a period contemplated by the definitionof “Interest Period”; and

(f) the location and number of a Borrower’s accounts or, in connection with the initial Borrowings on the EffectiveDate, Person to which funds are to be disbursed, which shall comply with the requirements of Section 2.6 .

If no election as to the currency of Borrowing is specified, then the requested Borrowing shall be denominated in Dollars. Ifno election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Base Rate Borrowing, if denominatedin Dollars, or a Eurodollar Borrowing, if denominated in an Offshore Currency. If no Interest Period is specified with respect to anyrequested Eurodollar Borrowing, then Borrowers shall be deemed to have selected an Interest Period of one month’s duration.Promptly following receipt of a Borrowing Request in accordance with this Section, Administrative Agent shall advise each Lenderof the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.4 Reserved.

2.5 Reserved.

2.6 FundingofBorrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed datethereof by wire transfer of immediately available funds by (i) in the case of Eurodollar Loans in an Offshore Currency, 9:00 a.m.,New York City time, and (ii) in the case of Base Rate Loans or Eurodollar Loans in Dollars, 1:00 p.m., New York City time, to theaccount of Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Administrative Agent willmake such Loans available to Borrowers by promptly crediting

the amounts so received, in like funds, to the account or accounts designated by Borrowers in the applicable Borrowing Request.

(b) Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lenderprior to the proposed date of any Borrowing that such Lender will not make available to Administrative Agent such Lender’s shareof such Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordancewith Section 2.6(a) and may, in reliance upon such assumption but without any obligation to do so, make available to Borrowers acorresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available toAdministrative Agent, then the applicable Lender on the one hand and Borrowers on the other severally agree to pay toAdministrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including thedate such amount is made available to any Borrower to but excluding the date of payment to Administrative Agent, at (i) in the caseof a payment to be made by such Lender, for the first 3 Business Days the greater of the Federal Funds Effective Rate and a ratedetermined by Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the BaseRate and (ii) in the case of a payment to be made by Borrowers, the interest rate applicable to Base Rate Loans. If Borrowers andsuch Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shallpromptly remit to Borrowers the amount of such interest paid by Borrowers for such period. If such Lender pays its share of theapplicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in suchBorrowing. Any payment by Borrowers shall be without prejudice to any claim Borrowers may have against a Lender that shall havefailed to make such payment to Administrative Agent. A notice of Administrative Agent to any Lender or Borrowers with respect toany amount owing under this Section 2.6(b) shall be conclusive, absent manifest error.

(c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make paymentspursuant to Section 9.3(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment underSection 9.3(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on suchdate, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment underSection 9.3(c) .

2.7 InterestElections.

(a) Elections by Borrowers for Borrowings. Each Borrowing initially shall be of the Type specified in theapplicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period specified in suchBorrowing Request. Thereafter, subject to the requirements of Sections 2.13 and 2.15 , Borrowers may elect to convert suchBorrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periodstherefor, all as provided in this Section; provided that all Loans in an Offshore Currency shall be Eurodollar Loans. Borrowers mayelect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocatedratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall beconsidered a separate Borrowing.

(b) Notice of Elections. To make an election pursuant to this Section, Borrowers shall notify Administrative Agentof such election by telephone or by emailing an Interest Election Request to Administrative Agent, in either case by the time that aBorrowing Request would be required under Section 2.3 if Borrowers were requesting a Borrowing of the Type resulting from suchelection to be made on the effective date of such election. Each Interest Election Request (whether by telephone or email) shall beirrevocable and any telephonic request shall be confirmed promptly by hand delivery, email or telecopy to Administrative Agent of awritten Interest Election Request in the form of Exhibit 2.7 and signed by Borrowers.

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specifythe following information in compliance with Section 2.2 :

(i) the Borrowing to which such Interest Election Request applies and, if different options are being electedwith respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case theinformation to be specified pursuant to clauses (iii) and (iv) of this Section 2.7(c) shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be aBusiness Day;

(iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto (byspecifying the duration of such Interest Period and the last day of such Interest Period) after giving effect to such election, whichshall be a period contemplated by the definition of “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, thenBorrowers shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice by Administrative Agent to Lenders. Promptly following receipt of an Interest Election Request,Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Failure to Elect; Default. If a Borrower fails to deliver a timely and properly completed Interest ElectionRequest with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless suchBorrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base RateBorrowing; provided , however , if such Borrowing is denominated in an Offshore Currency, such Borrowing shall instead becontinued as a Eurodollar Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if aDefault has occurred and is continuing and Administrative Agent, at the request of the Required Lenders, so notifies Parent, then, solong as such Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and(ii) unless repaid, each Eurodollar Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Periodapplicable thereto; provided ,however , if such Borrowing is denominated in an Offshore Currency, such Borrowing shall instead becontinued as a Eurodollar Borrowing with an Interest Period of one month.

(f) Initial Interest Elections. Anything in Section 2.2 or this Section 2.7 to the contrary notwithstanding, Borrowersmay not select a Eurodollar Borrowing as a Borrowing on the Effective Date unless Administrative Agent receives the applicableBorrowing Request not later than 11:00 a.m., New York City time, 3 Business Days prior to the Effective Date, together with anindemnity agreement from Parent and Borrowers agreeing to pay losses to the extent required by Section 2.15 , in form andsubstance reasonably acceptable to Administrative Agent.

2.8 TerminationandReductionoftheCommitments

(a) Scheduled Termination. Unless previously terminated in accordance with the terms hereof, the Commitmentsshall terminate on the Maturity Date.

(b) Voluntary Termination or Reduction. Borrowers may at any time terminate, or from time to time reduce, theCommitments; provided that (i) each reduction of the Commitments pursuant to this Section shall be in an amount that is $2,000,000or a larger multiple of $1,000,000 in excess thereof and (ii) Borrowers shall not terminate or reduce the Commitments if, after givingeffect to any concurrent prepayment of the Loans in accordance with Section 2.10 , the aggregate Revolving Credit Exposures of allLenders would exceed the aggregate Commitments of all Lenders.

(c) Notice of Voluntary Termination or Reduction. Borrowers shall notify Administrative Agent of any election toterminate or reduce the Commitments under Section 2.8(b) by no later than 11:00 a.m., New York City time, at least 3 BusinessDays prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptlyfollowing receipt of any notice, Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered byBorrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered byBorrowers may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case suchnotice may be revoked by Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such conditionis not satisfied.

(d) Effect of Termination or Reduction. Any termination or reduction of the Commitments shall be permanent.Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. Allcommitment fees accrued on the portion of the Commitments terminated until the effective date of such termination of theCommitments shall be paid on the effective date of such termination.

2.9 RepaymentofLoans;EvidenceofDebt.

(a) Repayment. Each Borrower, jointly and severally, hereby unconditionally promises to pay to AdministrativeAgent for the ratable account of the Lenders the aggregate outstanding principal amount of the Loans on the Maturity Date or anyearlier date of termination of this Agreement or acceleration of the Loans due hereunder in accordance with the terms hereof.

(b) Manner of Payment. Each repayment or prepayment of Borrowings shall be applied to repay any outstandingBase Rate Loan Borrowings before any other Borrowings.

(c) Maintenance of Loan Accounts by Lenders and Administrative Agent. Each Lender shall maintain inaccordance with its usual practice an account or accounts evidencing the indebtedness of Borrowers to such Lender resulting fromeach Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to timehereunder.

Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the Type andcurrency thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to becomedue and payable from Borrowers to each Lender hereunder, and (iii) the amount of any sum received by Administrative Agenthereunder for the account of the Lenders and each Lender’s share thereof.

(d) Effect of Entries. The entries made in the accounts maintained pursuant to Section 2.9(c) shall be conclusiveevidence of the existence and amounts of the obligations recorded therein, absent manifest error; provided that the failure of anyLender or Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation ofBorrowers to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accountsmaintained by any Lender and the accounts of Administrative Agent in respect of such matters, the accounts of AdministrativeAgent shall control in the absence of manifest error.

2.10 PrepaymentofLoans.

(a) Optional Prepayments. Borrowers shall have the right at any time and from time to time to prepay anyBorrowing in whole or in part, subject to the requirements of this Section and Section 2.15 .

(b) Mandatory Prepayments. If on any relevant Computation Date, (i) the aggregate outstanding Revolving CreditExposures of all Lenders shall exceed the aggregate Commitments of all Lenders (unless such excess is solely as a result of currencyfluctuations), (ii) the Equivalent Amount in Dollars of the aggregate principal amount of Loans denominated in Euros exceeds$200,000,000 (unless such excess is solely as a result of currency fluctuations) or (iii) the Equivalent Amount in Dollars of theaggregate principal amount of Loans denominated in Sterling exceeds $400,000,000 (unless such excess is solely as a result ofcurrency fluctuations), then, in each such case, Borrowers shall immediately prepay the applicable Borrowings in an amountsufficient to eliminate such excess.

(c) Order of Application to Loans. Each such prepayment of a Borrowing made under Section 2.10(a) or (b) shallbe applied to the Loans comprising such Borrowing on a pro rata basis, and shall be applied first ratably to Base Rate Borrowingsand then to Eurodollar Borrowings in direct order of Interest Period maturities. If an Event of Default has occurred and is continuingat the time of any such mandatory repayment, the proceeds thereof shall be applied in the manner specified in Section 7.2 .

(d) Notices, Etc.

(i) Borrowers shall notify Administrative Agent in writing of any optional prepayment underSection 2.10(a) , (A) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, 3Business Days before the date of prepayment, and (B) in the case of prepayment of a Base Rate Borrowing, not later than 11:00 a.m.,New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, and theprincipal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment may state that such noticeis conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by theBorrowers (by notice to Administrative Agent on or prior to the specified effective date) if such

condition is not satisfied. Promptly following receipt of any such notice, Administrative Agent shall advise the relevant Lenders ofthe contents thereof.

(ii) Promptly following receipt of any prepayment notice relating to a Borrowing or such certificate relatingto a prepayment, Administrative Agent shall advise the Lenders of the contents thereof and of the amount of such Lender’s ratableportion of such prepayment.

(iii) Each partial prepayment of any Borrowing shall be in an amount such that the remaining amountoutstanding of each Borrowing would be permitted in the case of a Borrowing of the same Type as provided in Section 2.2 , exceptas necessary to apply fully the required amount of a mandatory prepayment under Section 2.10(b) .

(iv) Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and anyamounts required by Section 2.15 and shall be made in the manner specified in Section 2.9(b) and this Section 2.10 .

2.11 Fees.

(a) Commitment Fee. Borrowers agree, jointly and severally, to pay to Administrative Agent for the account ofeach Lender a commitment fee, which shall accrue at a per annum rate equal to the Applicable Margin on the daily amount equal tosuch Lender’s Commitment minusthe aggregate principal amount of the outstanding Loans of such Lender for each date during theperiod from and including the Effective Date to but excluding the earlier of the date such Commitment terminates and the MaturityDate. Accrued commitment fees through and including each Quarterly Date shall be payable on the second Business Day followingsuch Quarterly Date and on the earlier of the date the Commitments terminate and the Maturity Date, commencing on the first suchdate to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payablefor the actual number of days elapsed (including the first day but excluding the last day).

(b) Administrative Agent Fees. Borrowers agree, jointly and severally, to pay to Administrative Agent, for its ownaccount, fees payable in the amounts and at the times separately agreed upon between Borrowers and Administrative Agent and suchother fees required by the Fee Letter.

(c) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds inDollars, to Administrative Agent for distribution, other than in the case of fees payable solely for the account of AdministrativeAgent, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

2.12 Interest.

(a) Base Rate Loans. The Loans comprising each Base Rate Borrowing shall bear interest at a rate per annum equalto the Base Rate plusthe Applicable Margin.

(b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annumequal to the Adjusted LIBO Rate for the Interest Period and currency in effect for such Borrowing plusthe Applicable Margin.

(c) Default Interest. If any principal of or interest on any Loan or any fee or other amount payable by any Borrowerhereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interestat the Default Rate.

(d) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Datefor such Loan and upon termination of the Commitments (or earlier date of termination of this Agreement or acceleration of theLoans due hereunder pursuant to the terms hereof); provided that (i) interest accrued pursuant to Section 2.12(c) shall be payable ondemand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Base Rate Loan prior to theMaturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment orprepayment, and (iii) in the event of any conversion of any Eurodollar Borrowing prior to the end of the current Interest Periodtherefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion. Borrowers’ obligations underthis Section 2.12(d) shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

(e) Computation. All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shallbe payable for the actual number of days elapsed (including the first day but excluding the last day); provided interest on Base RateLoans accruing interest at the Prime Rate and Offshore Currency Loans denominated in Sterling shall be calculated on the basis of ayear of 365 days (or 366 days, as the case may be) for the actual numbers of days elapsed. The applicable Base Rate or AdjustedLIBO Rate shall be determined by Administrative Agent, and such determination shall be conclusive absent manifest error.

2.13 AlternateRateofInterest;Illegality.

(a) Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) Administrative Agent determines (which determination shall be conclusive absent manifest error) thatadequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(ii) Administrative Agent is advised by Lenders having Total Credit Exposures representing more than 50%of the Total Credit Exposures of all Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairlyreflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then Administrative Agent shall give notice thereof to Borrowers and the Lenders as promptly as practicable thereafter and, untilAdministrative Agent notifies Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (A) anyInterest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarBorrowing shall be ineffective, and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be madeas a Base Rate Borrowing; provided ,however , if such Borrowing is, or is to be, denominated in an Offshore Currency, suchBorrowing shall instead be continued or made as a Eurodollar Borrowing with an Interest Period of one month.

(b) Illegality. If any Lender determines that any applicable law has made it unlawful, or that any GovernmentalAuthority has asserted that it is unlawful, for any Lender or its

applicable lending office to make, maintain, or fund Eurodollar Loans, or to determine or charge interest rates based upon theAdjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchaseor sell, or to take deposits of, Dollars or any Offshore Currency in the London or Euro-zone interbank market, then, on notice thereofby such Lender to Borrowers through Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans orto convert Base Rate Loans to Eurodollar Loans (in each case, other than Eurodollar Loans denominated in an Offshore Currency),shall be suspended until such Lender notifies Administrative Agent and Borrowers that the circumstances giving rise to suchdetermination no longer exist. Upon receipt of such notice, Borrowers shall, upon demand from such Lender (with a copy toAdministrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender (other than Eurodollar Loansdenominated in an Offshore Currency) to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender maylawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue tomaintain such Eurodollar Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amountso prepaid or converted. Each Lender agrees to use reasonable efforts to avoid or minimize costs to the Borrowers under this Section2.13(b) to the extent set forth in Section 2.18(a) .

2.14 IncreasedCosts.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, orsimilar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (exceptany reserve requirement reflected in the Adjusted LIBO Rate);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes; (B) Taxes described in clauses(b) through (d) of the definition of “Excluded Taxes”, and (C) Connection Income Taxes) on its loans, loan principal, letters ofcredit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other thanTaxes) affecting this Agreement or Eurodollar Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to,continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount ofany sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or any otheramount) then, upon request of such Lender or such other Recipient, Borrowers will pay to such Lender or other Recipient, as thecase may be, such additional amount or amounts as will compensate such Lender, or such other Recipient, as the case may be, forsuch additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lendingoffice of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have theeffect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a

consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that whichsuch Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration suchLender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time totime Borrowers will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender orsuch Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or other Recipient setting forth the amount oramounts necessary to compensate such Lender or other Recipient or its holding company, as the case may be, as specified inSection 2.14(a) or 2.14(b) and delivered to Borrowers shall be conclusive absent manifest error. Borrowers shall pay such Lender orother Recipient, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Sectionshall not constitute a waiver of such Lender’s right to demand such compensation, provided that Borrowers shall not be required tocompensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior tothe date that such Lender, as the case may be, notifies Borrowers of the Change in Law giving rise to such increased costs orreductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to suchincreased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period ofretroactive effect thereof).

2.15 CompensationforLosses.In the event of (a) the payment of any principal of any Eurodollar Loan other than on thelast day of an Interest Period applicable thereto (including as a result of an Event of Default or any mandatory prepayment), (b) theconversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such noticeis permitted to be revocable under Section 2.10(d) and is revoked in accordance herewith), or (d) the assignment of any EurodollarLoan other than on the last day of the Interest Period applicable thereto as a result of a request by Borrowers pursuant toSection 2.18(b) , then, in any such event, Borrowers shall compensate each Lender for the loss, cost or expense attributable to suchevent, but not for any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of fundsobtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrowersshall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes ofcalculating amounts payable by Borrowers to the Lenders under this Section 2.15 , each Lender shall be deemed to have funded eachEurodollar Loan made by it at the Adjusted LIBO Rate for such Loan by a matching deposit or other borrowing in the Londoninterbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in factso funded. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to thisSection shall be delivered to a Borrower and shall be conclusive absent manifest error. Borrowers shall pay such Lender the amountshown as due on any such certificate within 10 days after receipt thereof.

2.16

Taxes.

(a) Defined Terms. For purposes of this Section 2.16 , the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Obligor under anyLoan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If anyapplicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholdingof any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make suchdeduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority inaccordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall beincreased as necessary so that after such deduction or withholding has been made (including such deductions and withholdingsapplicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would havereceived had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authorityin accordance with applicable law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Obligors. The Obligors shall jointly and severally indemnify each Recipient, within 10days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on orattributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from apayment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such IndemnifiedTaxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of suchpayment or liability delivered to a Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on itsown behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Evidence of Payments. As soon as practicable after any payment of Taxes by any Obligor to a GovernmentalAuthority pursuant to this Section 2.16 , such Obligor shall deliver to Administrative Agent the original or a certified copy of areceipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or otherevidence of such payment reasonably satisfactory to Administrative Agent.

(f) Indemnification by the Lenders. Each Lender shall severally indemnify Administrative Agent, within 10 daysafter demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has notalready indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors to do so),(ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.4(e) relating to the maintenance of aParticipant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid byAdministrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respectthereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by AdministrativeAgent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any andall amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to theLender from any other source against any amount due to Administrative Agent under this Section 2.16(f) .

(g) Status of Lenders.

(i) Except with respect to withholding Taxes imposed by the U.K. or Luxembourg, which are governed byparagraphs (i), (j) and (k) of this Section 2.16 , any Lender that is entitled to an exemption from or reduction of withholding Taxwith respect to payments made under any Loan Document shall deliver to Borrowers and Administrative Agent, at the time or timesreasonably requested by Borrowers or Administrative Agent, such properly completed and executed documentation reasonablyrequested by Borrowers or Administrative Agent as will permit such payments to be made without withholding or at a reduced rateof withholding. In addition, any Lender, if reasonably requested by Borrowers or Administrative Agent, shall deliver such otherdocumentation prescribed by applicable law or reasonably requested by Borrowers or Administrative Agent as will enableBorrowers or Administrative Agent to determine whether or not such Lender is subject to backup withholding or informationreporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution, andsubmission of such documentation (other than such documentation set forth in clauses (A), (B), and (D) of Section 2.16(g)(ii) ) shallnot be required if in the Lender’s reasonable judgment such completion, execution, or submission would subject such Lender to anymaterial unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to Borrowers and Administrative Agent on orprior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of Borrowers or Administrative Agent), executed originals of IRS Form W-9 certifying that such Lenderis exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers andAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on whichsuch Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable requestof Borrowers or Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which theUnited States is a party (I) with respect to payments of interest under any Loan Document, executed originalsof IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reductionof, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (II) with respect to anyother applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, asapplicable, establishing an exemption from, or

reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of suchtax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfoliointerest under Section 881(c) of the Code, (I) a certificate substantially in the form of Exhibit 2.16-1 to theeffect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10percent shareholder” of the Obligors within the meaning of Section 871(h)(3)(B) of the Code, or a “controlledforeign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S.TaxComplianceCertificate”)and (II) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRSForm W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, asapplicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.16-2 or Exhibit 2.16-3,IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided thatif the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender areclaiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax ComplianceCertificate substantially in the form of Exhibit 2.16-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers andAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on whichsuch Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable requestof Borrowers or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis forclaiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with suchsupplementary documentation as may be prescribed by applicable law to permit Borrowers or Administrative Agent todetermine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federalwithholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements ofFATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver toBorrowers and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requestedby Borrowers or Administrative Agent such documentation prescribed by applicable law (including as prescribed bySection 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers orAdministrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations underFATCA and to determine that such Lender

has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from suchpayment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date ofthis Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,it shall update such form or certification or promptly notify Borrowers and Administrative Agent in writing of its legal inability to doso.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it hasreceived a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment ofadditional amounts pursuant to this Section 2.16 ), it shall pay to the indemnifying party an amount equal to such refund (but only tothe extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevantGovernmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shallrepay to such indemnified party the amount paid over pursuant to this Section 2.16(h) ( plusany penalties, interest or other chargesimposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to suchGovernmental Authority. Notwithstanding anything to the contrary in this Section 2.16(h) , in no event will the indemnified party berequired to pay any amount to an indemnifying party pursuant to this Section 2.16(h) the payment of which would place theindemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject toindemnification and giving rise to such refund had not been deducted, withheld, or otherwise imposed and the indemnificationpayments or additional amounts with respect to such Tax had never been paid. This Section 2.16(h) shall not be construed to requireany indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) tothe indemnifying party or any other Person.

(i) U.K. Taxes. To the extent (if any) that U.K. Taxes apply to any payment made under any Loan Document,Borrowers shall not be required to make any increased payment to a Lender under this Section, or to indemnify any Lender underthis Section, Section 2.14 or Section 9.3 with respect to U.K. Taxes on any payment made under a Loan Document if, on the datesuch payment is due:

(i) such payment could have been made to such Lender without imposition of U.K. Taxes if such Lenderhad been a U.K. Qualifying Lender, but on the date of such payment, such Lender is not, or has ceased to be, a U.K. QualifyingLender (other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation,administration, or application of) any law or treaty, or any published practice or published concession of any relevant taxingauthority);

(ii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (b) of the definition of U.K.Qualifying Lender and (x) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “ Direction”) undersection 931 of the United Kingdom Income Tax Act of 2007 which relates to the payment and that Lender has received fromBorrowers making the payment or from Parent a certified copy of that Direction, and (y) the payment could have been made to theLender without any tax deduction if that Direction had not been made;

(iii) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (b) of the definition of U.K.Qualifying Lender and (x) the relevant Lender has not given a U.K. Tax Confirmation to Parent, and (y) the payment could havebeen made to the Lender without any U.K. tax deduction if the Lender had given a U.K. Tax Confirmation to Parent, on the basisthat the U.K. Tax Confirmation would have enabled Parent to have formed a reasonable belief that the payment was an “exceptedpayment” for the purpose of section 930 of the United Kingdom Income Tax Act of 2007; or

(iv) such Lender is a U.K. Treaty Lender and Borrowers are able to demonstrate that such payment couldhave been made to such Lender without imposition of U.K. Taxes had such Lender complied with its obligations set forth in clause(j) below.

(j) UK Treaty Lenders. A U.K. Treaty Lender shall, upon the written request of Borrowers, cooperate incompleting any procedural formalities reasonably necessary for and specifically requested by the Borrowers to obtain authorizationto make payments under a Loan Document to any U.K. Treaty Lender without imposition of U.K. Taxes. Within thirty days ofmaking either a deduction for U.K. Taxes or any payment required in connection therewith, the Borrower making the deduction shalldeliver to the Administrative Agent for the Lender entitled to the payment a statement under section 975 of the United KingdomIncome Tax Act of 2007 or other evidence reasonably satisfactory to that Lender that the tax deduction has been made or (asapplicable) any appropriate payment paid to the relevant taxing authority.

(k) Luxembourg Taxes. (i) Notwithstanding anything to the contrary in any other provision of this Section 2.16 , inthe case of any Luxembourg Loan, no payment by any Obligor under any Loan Document to that Lender in connection with thatLuxembourg Loan (an “ Applicable Luxembourg Payment ”) shall be increased pursuant to Section 2.16(b) by reason of anydeduction or withholding on account of Taxes imposed by Luxembourg (a “ LuxembourgTaxDeduction”) and no Obligor shall beliable to make any payment under section 2.16(d) to a Lender as a result of or in connection with any such Luxembourg TaxDeduction if, on the date on which the Applicable Luxembourg Payment falls due, such Luxembourg Tax Deduction is required byvirtue of the so-called Luxembourg Relibi Law dated 23 December 2005, as amended.

(i) Without limiting the provisions of Section 2.16(k)(i) , a Lender and each relevant Obligor which makes apayment to which that Lender is entitled shall, upon the written request of Borrowers, cooperate in completing any proceduralformalities reasonably necessary for that Obligor to obtain authorization to make that payment without a Luxembourg TaxDeduction.

(l) Survival. Each party’s obligations under this Section 2.16 shall survive the resignation or replacement ofAdministrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and therepayment, satisfaction, or discharge of all obligations under any Loan Document.

2.17 PaymentsGenerally;ProRataTreatment;SharingofSet-offs.

(a) Payments by the Obligors. Each Obligor shall make each payment required to be made by it hereunder (whetherof principal, interest, fees or under Section 9.3 or otherwise) or under any other Loan Document (except to the extent otherwiseprovided therein) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without conditionor deduction for any counterclaim, defense, recoupment or set-off. Any amounts received after

such time on any date may, in the discretion of Administrative Agent, be deemed to have been received on the next succeedingBusiness Day for purposes of calculating interest thereon. All such payments shall be made to Administrative Agent, for the accountof the respective Lenders to which such payment is owed, at such account as Administrative Agent may designate to Borrowers inwriting from time to time, except (i) as otherwise expressly provided in the relevant Loan Document, and (ii) that payments pursuantto Sections 2.14 , 2.15 , 2.16 , and 9.3 shall be made directly to the Persons entitled thereto. Administrative Agent shall distributeany such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereofin like funds as received by wire transfer to such Lender’s lending office as specified in its Administrative Questionnaire or suchother office as notified in writing by such Lender to Administrative Agent. If any payment hereunder shall be due on a day that is nota Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any paymentaccruing interest, interest thereon shall be payable for the period of such extension. Except as set forth below in clause (h) of thisSection, all payments hereunder or under any other Loan Document shall be made in Dollars.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available toAdministrative Agent to pay fully all amounts of principal, interest, and fees then due hereunder, such funds shall be applied (i) first,to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest andfees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto inaccordance with the amounts of principal then due to such parties.

(c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of, or conversions orcontinuation of, Loans shall be allocated pro rata among the Lenders according to the amounts of their Commitments (in the case ofthe making of Loans) or their respective Loans (in the case of conversions and continuations of Loans); (ii) each payment ofcommitment fees under Section 2.11 (a) shall be made for account of the Lenders; (iii) each termination or reduction of the amountof the Commitments under Section 2.8 shall be applied to the Commitments of the Lenders, pro rata according to the amounts oftheir respective Commitments; (iv) each payment or prepayment of principal of Loans by Borrowers shall be made for account of theLenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (v) each payment ofinterest on Loans under any Borrowing by Borrowers shall be made for account of the Lenders pro rata in accordance with theamounts of interest on the Loans under such Borrowing then due and payable to the respective Lenders.

(d) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim orotherwise, obtain payment in respect of any principal of or interest on any of its Loans in excess of its ratable share of the aggregateprincipal amount of outstanding Loans and accrued interest thereon, then such Lender shall notify Administrative Agent of such factand shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit ofall such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accruedinterest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the paymentgiving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery,without interest, and (ii) the provisions of this Section 2.17(d) shall not be construed to apply to any payment made by any Obligorpursuant to and in accordance with the

express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or anypayment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee orparticipant, other than to Parent or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.17(d) shall apply).Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lenderacquiring a participation pursuant to the foregoing arrangements may exercise against such Obligor rights of set-off andcounterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Obligor in the amount of suchparticipation.

(e) Presumptions of Payment. Unless Administrative Agent shall have received notice from Borrowers prior to thedate on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Borrowers will not makesuch payment, Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith andmay, in reliance upon such assumption but without any obligation to do so, distribute to the Lenders the amount due. In such event,if Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agentforthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date suchamount is distributed to it to but excluding the date of payment to Administrative Agent, for the first 5 Business Days at the greaterof the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules oninterbank compensation and thereafter at the Base Rate. A notice of Administrative Agent to any Lender or Borrowers with respectto any amount owing under this Section 2.17(e) shall be conclusive, absent manifest error.

(f) Certain Deductions by Administrative Agent. If any Lender shall fail to make any payment required to be madeby it pursuant to this Agreement (including Sections 2.6(b) and 2.17(e) ), then Administrative Agent may, in its discretion(notwithstanding any contrary provision hereof), apply any amounts thereafter received by Administrative Agent for the account ofsuch Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

(g) Return of Proceeds. If at any time payment, in whole or in part, of any amount distributed by AdministrativeAgent hereunder is rescinded or must otherwise be restored or returned by Administrative Agent as a preference, fraudulentconveyance, or otherwise under any Debtor Relief Law, then each Person receiving any portion of such amount agrees, upondemand, to return the portion of such amount it has received to Administrative Agent together with a pro rata portion of any interestpaid by or other charges imposed on Administrative Agent in connection with such rescinded or restored payment.

(h) Currency of Payments. All payments of principal of, and interest accrued on, any Loan hereunder shall be madein the currency in which such Loan is denominated. All payments of fees due pursuant to Section 2.11(a) shall be payable in Dollars.All payments of fees to the Administrative Agent for its own account as set forth in the Fee Letter shall be paid in Dollars. Allpayments made to reimburse the Administrative Agent or any Lender for any costs, expenses, or other amounts pursuant to Section9.3 or any other Loan Document shall be made in the currency in which such obligation to be reimbursed is invoiced or incurred.

2.18 MitigationObligations;ReplacementofLenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.14 , or if anyObligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 2.16 , or if any Lender gives a notice pursuant to Section 2.13(b) suspending its obligationto make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans (a “ EurodollarIllegalityNotice”), thensuch Lender shall (at the request of Borrowers) use reasonable efforts to designate a different lending office for funding or bookingits Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in thejudgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or2.16, or eliminate the need for the notice pursuant to Section 2.13(b) , as the case may be, in the future and (ii) would not subjectsuch Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrowerhereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation orassignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.14 , if Borrowers are required topay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lenderpursuant to Section 2.16 , or if a Lender provides a Eurodollar Illegality Notice and, in each case, such Lender has declined or isunable to designate a different lending office in accordance with Section 2.18(a) , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrowers may, at Borrowers’ sole expense and effort, upon notice to such Lender and AdministrativeAgent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in,and consents required by, Section 9.4 ), all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or2.16 ) and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume suchobligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that (i) Borrowers shall havepaid to Administrative Agent the assignment fee (if any) specified in Section 9.4 , (ii) such Lender shall have received payment of anamount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to ithereunder and under the other Loan Documents (including any amounts under Section 2.15 ), from the assignee (to the extent ofsuch outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts), (iii) in the case of any suchassignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16 ,such assignment will result in a reduction in such compensation or payments thereafter, (iv) in the case of any such assignmentresulting from a Lender’s delivery of a Eurodollar Illegality Notice, such assignee will not be entitled to deliver a EurodollarIllegality Notice under Section 2.13(b) , (v) such assignment does not conflict with applicable law, and (vi) in the case of anyassignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to theapplicable amendment, waiver or consent. Each Lender agrees that if Borrowers exercise their option hereunder, it shall promptlyexecute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 9.4 . If suchLender shall refuse or fail to execute and deliver any such Assignment and Assumption prior to the effective date of suchreplacement as notified by Administrative Agent, such Lender shall be deemed to have executed and delivered such Assignment

and Assumption, and shall no longer be a Lender hereunder upon the payment to such Lender of an amount equal to the aggregateamount of outstanding Obligations owed to such Lender in accordance with the wire transfer instructions for such Lender on filewith Administrative Agent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a resultof a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease toapply.

2.19 Reserved.

2.20 Reserved.

2.21 DefaultingLenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if anyLender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permittedby applicable law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment,waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees, or other amounts received byAdministrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 9.8 shall be applied at such time ortimes as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such DefaultingLender to Administrative Agent hereunder; SECOND, as Borrowers may request (so long as no Default or Event of Default exists),to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by thisAgreement, as determined by Administrative Agent; THIRD,if so determined by Administrative Agent and Borrowers, to be heldin a deposit account controlled by Administrative Agent and released pro rata in order to satisfy such Defaulting Lender’s potentialfuture funding obligations with respect to Loans under this Agreement; FOURTH, to the payment of any amounts owing to theLenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as aresult of such Defaulting Lender’s breach of its obligations under this Agreement ; FIFTH, so long as no Default or Event ofDefault exists, to the payment of any amounts owing to Borrowers as a result of any judgment of a court of competent jurisdictionobtained by Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under thisAgreement; and SIXTH,to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if(A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fullyfunded its appropriate share, and (B) such Loans were made at a time when the conditions set forth in Section 4.2 were satisfied orwaived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to beingapplied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata inaccordance with their respective Commitments. Any payments, prepayments or other amounts paid or payable to a DefaultingLender that are applied (or held) to pay amounts owed by a Defaulting

Lender or to post cash collateral pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such DefaultingLender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any commitment fee pursuant toSection 2.11(a) for any period during which that Lender is a Defaulting Lender (and Borrowers shall not be required to payany such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Reserved.

(C) Reserved.

(b) Defaulting Lender Cure. If Borrowers and Administrative Agent agree in writing that a Lender is no longer aDefaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such noticeand subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lenderwill, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions asAdministrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with theirrespective Commitments, and reimburse each such Lender for any costs of the type described in Section 2.15 incurred by any Lenderas a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will bemade retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a DefaultingLender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunderfrom Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’shaving been a Defaulting Lender.

3. REPRESENTATIONSANDWARRANTIES

To induce the Lenders to enter into this Agreement and to make Loans herein provided for, the Obligors hereby represent andwarrant to the Administrative Agent and to each Lender that:

3.1 CorporateExistence;CompliancewithLaw. The Parent and each of its Subsidiaries is a corporation or other legalentity duly organized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under thelaws of its jurisdiction of organization, except where the failure to be in good standing would not reasonably be likely to have aMaterial Adverse Effect. The Parent and each of its Subsidiaries (i) has the power (corporate or otherwise) and authority and thelegal right to own and operate its property and to conduct its business, (ii) is duly qualified as a foreign corporation or other legalentity and in good standing under the laws of each jurisdiction where its ownership of property or the conduct of its business requiressuch qualification, and (iii) is in compliance with all Requirements of Law, except where (a) the failure to have such power,authority and legal right as set forth in clause (i) hereof, (b) the failure to be so qualified or in good standing as set forth in clause (ii)hereof, or (c) the failure to comply with Requirements of Law as set forth in clause (iii) hereof, is not reasonably likely, in theaggregate, to have a Material Adverse Effect. No Obligor is an EEA Financial Institution.

3.2 Corporate Power; Authorization . Each of the Obligors has the power (corporate or otherwise) and authority tomake, deliver and perform the Loan Documents to which it is a party and has taken all necessary action (corporate or otherwise) toauthorize the execution, delivery and performance of such Loan Documents. No consent or authorization of, or filing with, anyPerson (including any Governmental Authority), is required in connection with the execution, delivery or performance by anObligor, or the validity or enforceability against an Obligor, of the Loan Documents, other than such consents, authorizations orfilings which have been made or obtained and those consents, authorizations and filings as to which the failure to have been made orobtained or to be in full force and effect would not be material to the legality, validity, binding effect or enforceability of the LoanDocuments.

3.3 EnforceableObligations. This Agreement and each other Loan Document has been duly executed and delivered bythe Parent, each Borrower, and each other Obligor party thereto, as applicable, and this Agreement and each other Loan Documentconstitutes legal, valid and binding obligations of each Obligor executing the same, enforceable against such Obligor in accordancewith their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similarlaws affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.4 NoLegalBar. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a partywill not (a) violate (i) such Person’s Organizational Documents or (ii) any Requirements of Law or (b) cause a breach or defaultunder any of their respective Material Contracts, except, with respect to any violation, breach or default referred to in clause (a)(ii) or(b), to the extent that such violation, breach or default would not reasonably be likely to have a Material Adverse Effect.

3.5 NoMaterial Litigation . No litigation, investigation or proceeding of or before any court, tribunal, arbitrator orgovernmental authority is pending or, to the knowledge of any Responsible Officer of the Parent, threatened in writing by or againstthe Parent, any Borrower or any of the Restricted Subsidiaries, or against any of their respective properties or revenues, existing orfuture (a) that is adverse in any material respect to the interests of the Lenders with respect to any Loan Document or any of thetransactions contemplated hereby or thereby, or (b) that is reasonably likely to have a Material Adverse Effect.

3.6 Investment Company Act . None of the Obligors nor any Restricted Subsidiary is an “investment company”registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such acompany.

3.7 MarginRegulations . No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for thepurpose of purchasing or carrying any “margin stock” within the meaning of Regulation U. Neither the execution and deliveryhereof by the Parent or the Borrowers, nor the performance by them of any of the transactions contemplated by this Agreement(including the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of Regulation T, U or X.

3.8 CompliancewithEnvironmental Laws . Except for any matters that would not, individually or in the aggregate,reasonably be expected to result in a Material Adverse Effect:

(a) None of the Obligors nor any of the Restricted Subsidiaries has received from any third party any notices ofclaims or potential liability under, or notices of failure to comply with, any Environmental Laws.

(b) None of the Obligors nor any of the Restricted Subsidiaries has received any notice of violation, or notice ofany action, either judicial or administrative, from any Governmental Authority relating to the actual or alleged violation of anyEnvironmental Law, including any such notice of violation or action based upon any actual or alleged Release or threat of Release ofany Hazardous Substances by an Obligor or any of the Restricted Subsidiaries or its employees or agents, or as to the existence ofany contamination at any location for which an Obligor or any Restricted Subsidiary is or is alleged to be responsible.

(c) None of the Obligors nor any of the Restricted Subsidiaries, nor, to the knowledge of any Obligor, any otherPerson, has caused any Release or threat of Release of any Hazardous Substance, with respect to any real property currently orformerly owned, leased or operated by an Obligor or any Restricted Subsidiary or has violated any Environmental Law, that isreasonably likely to result in penalties, fines, claims or other liabilities to an Obligor or any Restricted Subsidiary pursuant to anyEnvironmental Law.

(d) The Obligors and the Restricted Subsidiaries and their respective operations are in compliance with allEnvironmental Laws, and have obtained, maintained and are in compliance with all necessary governmental permits, licenses andapprovals required under Environmental Law for the operations conducted on their respective properties.

3.9 Subsidiaries. Schedule 3.9 is a complete and correct list of the Parent’s Subsidiaries and the Joint Ventures of theParent and its Subsidiaries, in each case, as of the Effective Date, showing, as to each Subsidiary and Joint Venture, the correct namethereof, the jurisdiction of its organization, and the percentage of shares of each class of its Equity Interests outstanding owned bythe Parent and each other Subsidiary.

3.10 FinancialStatements,FiscalYearandFiscalQuarters.

(a) The Parent has furnished to the Administrative Agent and the Lenders (i) copies of audited consolidatedfinancial statements of Parent and its Subsidiaries for the fiscal years ended September 30, 2015 and September 30, 2016, in eachcase audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and (ii)copies of interim unaudited condensed consolidated balance sheets, statements of operations and statements of cash flows of Parentand its Subsidiaries as of and for the fiscal quarters ended December 31, 2016 and March 31, 2017.

(b) The financial statements referenced in subsection (a) fairly present in all material respects the consolidatedfinancial condition of Parent and its Subsidiaries as at the dates thereof and the results of operations for such periods in conformitywith GAAP consistently applied (subject, in the case of the quarterly financial statements, to normal year-end audit adjustments andthe absence of certain notes). The Parent and the Restricted Subsidiaries taken as a whole did not have any material contingentobligations, contingent liabilities, or material liabilities for known taxes, long-term leases or unusual forward or long-termcommitments required to be reflected in the foregoing financial statements or the notes thereto that are not so reflected.

(c) As of the Effective Date, the Obligors and the Restricted Subsidiaries, on a consolidated basis, are Solvent.

(d) [Reserved].

(e) Since September 30, 2016, there has been no change with respect to the Consolidated Companies taken as awhole which has had or is reasonably likely to have a Material Adverse Effect.

3.11 ERISA.

(a) Compliance. Each Plan maintained by the Obligors and the Restricted Subsidiaries has at all times beenmaintained, by its terms and in operation, in compliance with all applicable laws, except for such instances of non-compliance that,individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(b) Liabilities. None of the Obligors and the Restricted Subsidiaries is subject to any liabilities (includingwithdrawal liabilities) with respect to any Plans of the Obligors, the Restricted Subsidiaries and their ERISA Affiliates arising fromTitles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expensesand premiums with respect to such Plans, except for such liabilities that, individually or in the aggregate, are not reasonably likely tohave a Material Adverse Effect.

(c) Funding. Each Obligor and each Restricted Subsidiary and, with respect to any Plan which is subject to Title IVof ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (A) required to becontributed under the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or otherpremiums) of each Plan, except for failures to pay such amounts (including any penalties attributable to such amounts) that,individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(d) ERISA Event or Foreign Plan Event. No ERISA Event or Foreign Plan Event has occurred or is reasonablyexpected to occur, except for such ERISA Events and Foreign Plan Events that, individually or in the aggregate, are not reasonablylikely to have a Material Adverse Effect.

3.12 AccuracyandCompletenessofInformation. None of the written reports, financial statements, certificates, or finalschedules to this Agreement or any other Loan Document heretofore, contemporaneously or hereafter furnished by or on behalf ofany Obligor or any of its Subsidiaries to the Administrative Agent, the Lead Arranger or any Lender for purposes of or in connectionwith this Agreement or any other Loan Document, or any transaction contemplated hereby or thereby, when taken as a whole,contains as of the date of such report, financial statement, certificate or schedule or, with respect to any such items so furnished on orprior to the Effective Date, as of the Effective Date any material misstatement of fact or omits to state any material fact necessary tomake the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, withrespect to forecasts or projected financial information, the Obligors represent only that such information was prepared in good faithbased upon assumptions believed by them to be reasonable at the time made, at the time so furnished and, with respect to any suchitems so furnished on or prior to the Effective Date, as of the Effective Date (it being understood that such forecasts and projectionsmay vary from actual results and that such variances may be material).

3.13 Sanctions/Anti-CorruptionRepresentations.

(a) No Obligor nor any of its Subsidiaries is in violation of any Anti-Terrorism Laws, Anti-Corruption Laws, orSanctions or engages in or conspires to engage in any transaction that has as its intended purpose the evading or avoiding of any ofthe prohibitions set forth in any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions.

(b) No Obligor nor any of its Affiliates or, to the knowledge of any Obligor, any director, officer, employee oragent of any Obligor or any of its Affiliates is a Person that is, or is owned or controlled by Persons that are: (i) the subject of anySanctions, or (ii) located, organized or resident in a region, country or territory that is, or whose government is, the subject ofSanctions (currently, as of the date of this Agreement, the Region of Crimea, Cuba, Iran, North Korea, Sudan and Syria).

3.14 UseofProceeds. The proceeds of the Loans will be used solely (a) to pay fees and expenses incurred in connectionwith the Transactions and (b) to provide for working capital and general corporate purposes of the Borrowers and their Subsidiaries,including any Acquisition or other Investment not prohibited hereunder.

3.15 RepresentationsastoForeignObligors.Neither such Foreign Obligor nor any of its property has any immunityfrom jurisdiction from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid ofexecution, execution or otherwise) or of any court under the laws of the jurisdiction in which such Foreign Obligor is organized andexisting in respect of its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as tosuch Foreign Obligor, the “ ApplicableForeignObligorDocuments”).

(a) The Applicable Foreign Obligor Documents are in proper legal form under the applicable law of the jurisdictionin which the related Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under thelaws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the ApplicableForeign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence ofthe Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or

executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existingor that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents, exceptfor (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until theApplicable Foreign Obligor Document is sought to be enforced and (ii) any charge or tax as has been timely paid or is not requiredto be paid until the Applicable Foreign Obligor Documents is sought to be enforced.

(b) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction orwithholding, imposed as of the Effective Date by any Governmental Authority in or of the jurisdiction in which any Foreign Obligoris organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii)on any payment to be made by the U.K. Borrower to a U.K. Qualifying Lender or by the Lux Borrower to a Lender other than aLuxembourg resident individual pursuant to the Applicable Foreign Obligor Documents (assuming completion of the necessaryprocedural formalities requested by the applicable Borrower), except as has been disclosed to the Administrative Agent and theLenders.

(c) The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by anyForeign Obligor are not, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor isorganized and existing, subject to any notification or authorization except such as have been made or obtained.

(d) For the purposes of the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings (the“ EURegulation”), in relation to any Foreign Obligor which is incorporated in a member state of the Economic Union, suchForeign Obligor’s centre of main interest (as that term is used in Article 3(1) of the EU Regulation) is situated in its jurisdiction ofincorporation and it has no “establishment” (as that term is used in Article 2(h) of the EU Regulation) in any other jurisdiction otherthan the United States.

4. CONDITIONSPRECEDENT

4.1 EffectiveDate.The obligations of the Lenders to make Loans hereunder shall not become effective until the date onwhich Administrative Agent shall have received each of the following, in each case reasonably satisfactory to Administrative Agent(and to the extent specified below, to each Lender) in form and substance:

(a) Executed Counterparts. From each party thereto, a counterpart of this Agreement and the other LoanDocuments to be executed and delivered as of the Effective Date, signed and delivered on behalf of such party.

(b) Opinions of Counsel to Obligor. Written opinions (addressed to Administrative Agent and the Lenders anddated the Effective Date) of counsel to each Obligor (including New York counsel and counsel for each jurisdiction in which anObligor is organized) regarding the Loan Documents and such other matters as Administrative Agent shall reasonably request.

(c) Corporate Documents. Such documents and certificates as Administrative Agent may reasonably requestrelating to the organization, existence and (to the extent the concept is applicable in such jurisdiction) good standing of each Obligor(it being understood that, in relation to the Lux Borrower, such request may be satisfied by the provision of copies of the articles ofassociation ( statutscoordonnés) of the Lux Borrower, an excerpt issued by the Luxembourg Trade and Companies Register on theEffective Date pertaining to the Lux Borrower, and a certificate of non-inscription of a judicial decision ( certificat de non-inscriptiond'unedecisionjudiciaire) issued by the Luxembourg Trade and Companies Register on the Effective Date pertaining tothe Lux Borrower), the authorization of the Transactions (including appropriate resolutions), the identity, authority and capacity ofeach Responsible Officer authorized to act on behalf of an Obligor (or authorized signatory in respect of the U.K. Borrower) inconnection with the Loan Documents and any other legal matters relating to the Obligors, this Agreement, the other LoanDocuments or the Transactions.

(d) [Reserved].

(e) Officer’s Certificate. A certificate of a Responsible Officer of Parent, dated the Effective Date, certifying (i)that all consents and authorizations of, and filings with, all Persons (including Governmental Authorities) required in connectionwith the execution, delivery and performance by the Obligors, and the validity and enforceability against the Obligors, of the LoanDocuments shall have been obtained, other than those consents, authorization and filings which are immaterial to the legality,validity, binding effect and enforceability of the Loan Documents, (ii) compliance with the conditions set forth in clauses (a), (b),and (c) of Section 4.2 , (iii) that no Default or Event of Default (each as defined in the Existing Credit Agreement) exists under theExisting Credit Agreement immediately prior to, and immediately after giving effect to (on a pro forma basis), the execution anddelivery of the Loan Documents and the borrowing of the Loans hereunder to be made on the Effective Date, (iv) with respect to theLux Borrower, no petition, resolution or similar order for insolvency proceedings within the meaning of Articles 437 ff. of theLuxembourg Commercial Code or any other insolvency proceedings pursuant to the Council Regulation (EC) N° 1346/2000 of 29May 2000 has been lodged, passed or presented, (v) that the Lux Borrower does not meet or threaten to meet the criteria for theopening of any proceedings referred to under (iv) above nor is subject to such proceedings and (vi) that since September 30, 2016,there shall not have occurred any change with respect to the Consolidated Companies taken as a whole which has had or isreasonably likely to have a Material Adverse Effect.

(f) Fees. Evidence that Borrowers shall have paid all accrued fees and expenses of Administrative Agent and theLenders as required to be paid on the Effective Date under the terms of the Fee Letter or any other letter agreements betweenBorrowers and Administrative Agent, including the fees, charges and disbursements of Greenberg Traurig LLP, special New Yorkcounsel to Administrative Agent, in connection with the negotiation, preparation, execution, and delivery of the Loan Documents(directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Effective Date, plussuchadditional amounts of such fees, charges, and disbursements as shall constitute its reasonable estimate of such fees, charges, anddisbursements incurred or to be incurred by it through the closing proceedings ( provided that such estimate shall not thereafterpreclude a final settling of accounts between Borrowers and Administrative Agent).

(g) Know Your Customer Requirements. All documents, certificates, and other information requested by eachLender pursuant to Section 9.13 .

(h) Other Documents. Such other assurances, certificates, documents consents, or opinions as Administrative Agentor any Lender (through Administrative Agent) may reasonably request.

Administrative Agent shall notify Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive andbinding. Each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfiedwith, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lenderunless Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying itsobjection thereto.

4.2 Each Credit Event . The obligation of any Lender to make a Credit Extension hereunder (including the initialBorrowing hereunder), is subject to the satisfaction of the following conditions:

(a) the representations and warranties of each Obligor set forth in this Agreement and of the other Loan Documentsto which it is a party (other than the representations and warranties pursuant to Sections 3.5 and 3.10(c) , except with respect to theinitial Borrowing hereunder), shall be true and correct in all material respects (unless any such representation or warranty is qualifiedas to materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects)on and as of the date of such Credit Extension, both before and immediately after giving effect thereto, except to the extent that suchrepresentations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;

(b) at the time of and immediately after giving effect to such Credit Extension, no Default shall have occurred andbe continuing;

(c) at the time of and immediately after giving effect to such Credit Extension, (i) the aggregate Revolving CreditExposures of all Lenders at such time shall not exceed the aggregate Commitments of all Lenders at such time, (ii) the EquivalentAmount in Dollars of the aggregate outstanding principal amount of Loans denominated in Euros at such time shall not exceed$200,000,000, and (iii) the Equivalent Amount in Dollars of the aggregate outstanding principal amount of Loans denominated inSterling shall not exceed $400,000,000; and

(d) Administrative Agent shall have received a Borrowing Request in accordance with the requirements of thisAgreement.

Each Borrower shall be deemed to make a representation and warranty to Administrative Agent and the Lenders on the dateof each Credit Extension hereunder as to the matters specified in clauses (a), (b), and (c) of this Section 4.2 .

5. AFFIRMATIVECOVENANTS

The Obligors covenant and agree that on the Effective Date, and so long as this Agreement is in effect and until theObligations have been Fully Satisfied, the Obligors shall:

5.1 Corporate Existence, Etc . Preserve and maintain, and cause each of the Material Subsidiaries to preserve andmaintain, its corporate existence (except as otherwise permitted pursuant to Section 6.4 ), its material rights, franchises, licenses,permits, consents, approvals and contracts, and its material trade names, service marks and other Intellectual Property (for thescheduled duration thereof), in each case material to the normal conduct of its business, and its qualification to do business as aforeign corporation in all jurisdictions where it conducts business or other activities making such qualification necessary, where thefailure to be so qualified is reasonably likely to have a Material Adverse Effect.

5.2 CompliancewithLaws,Etc.Comply, and cause each of the Restricted Subsidiaries to comply, with all Requirementsof Law (including all Environmental Laws, ERISA, Anti-Terrorism Laws, and Anti-Corruption Laws, each as amended) andContractual Obligations applicable to or binding on any of them where the failure to comply with such Requirements of Law andContractual Obligations is reasonably likely to have a Material Adverse Effect. Each of the Obligors will maintain in effect andenforce policies and procedures designed to ensure compliance by the Obligors, their Subsidiaries and their respective directors,officers, employees and agents with applicable Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions.

5.3 PaymentofTaxesandClaims.File and cause each Restricted Subsidiary to file all Tax returns that are required to be

filed by each of them and pay, collect, withhold and remit all Taxes that have become due pursuant to such returns or pursuant to anyassessment in respect thereof received by an Obligor or any Restricted Subsidiary, and each Obligor and each Restricted Subsidiarywill pay or cause to be paid all other Taxes due and payable (whether or not shown on a Tax return) before the same becomedelinquent, except, in each case, (i) such Taxes as are being contested in good faith by appropriate and timely proceedings and as towhich adequate reserves have been established in accordance with GAAP or (ii) where failure to take the foregoing actions,individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect.

5.4 KeepingofBooks. Keep, and cause each of the Restricted Subsidiaries to keep, proper books of record and account,containing complete and accurate entries of all their respective financial and business transactions.

5.5 Visitation,Inspection,Etc.Permit, and cause each of the Restricted Subsidiaries to permit, any representative of theAdministrative Agent or, during the continuance of an Event of Default, any Lender, at the Administrative Agent’s or such Lender’sexpense, to visit and inspect any of its property, to examine its books and records and to make copies and take extracts therefrom,and to discuss its affairs, finances and accounts with its officers, all at such reasonable times during normal business hours of theParent or the applicable Restricted Subsidiary, as the case may be, after reasonable prior notice to the Parent; provided , however ,that unless an Event of Default has occurred and is continuing, such visits and inspections can occur no more frequently than onceper year.

5.6 Insurance;MaintenanceofPropertiesandLicenses.

(a) Maintain or cause to be maintained with financially sound and reputable insurers or through self-insurance, riskretention or risk transfer programs, insurance with respect to its properties and business, and the properties and business of theRestricted Subsidiaries, against loss or damage of the kinds that the Parent in its judgment deems reasonable, such insurance to be ofsuch types and in such amounts and subject to such deductibles and self-insurance programs as the Parent in its judgment deemsreasonable.

(b) Cause, and cause each Restricted Subsidiary to cause, all properties material to the conduct of its business to bemaintained and kept in good condition, repair and working order, ordinary wear and tear excepted, and supplied with all necessaryequipment and will cause to be made all necessary repairs, renewals, replacements, settlements and improvements thereof, all as inthe judgment of any Obligor may be necessary so that the business carried on in connection therewith may be properly andadvantageously conducted at all times except as would not, individually or in the aggregate, have a Material Adverse Effect;provided , however , that nothing in this Section 5.6(b) shall prevent an Obligor from discontinuing the operation or maintenance ofany such properties if such discontinuance is, in the judgment of the Parent, desirable in the conduct of its business or the business ofany Obligor or any of the Restricted Subsidiaries.

(c) Maintain, in full force and effect in all material respects, each and every material license, permit, certification,qualification, approval or franchise issued by any Governmental Authority (each a “License”) required for each of the Obligors toconduct their respective businesses as presently conducted except as would not, individually or in the aggregate, have a MaterialAdverse Effect; provided , however , that nothing in this Section 5.6(c) shall prevent an Obligor from discontinuing the operation ormaintenance of any such License if such discontinuance is, in the judgment, of the Parent, desirable in the conduct of its business orbusiness of any Obligor or any of the Restricted Subsidiaries.

5.7 FinancialReports;OtherNotices.Furnish to the Administrative Agent (for delivery to each Lender):

(a) after the end of each of the first three quarterly accounting periods of each of its fiscal years (commencing withthe fiscal quarter ending June 30, 2017), as soon as prepared, but in any event at the same time it files or is (or would be) required tofile the same with the SEC, the quarterly unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as ofthe end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows (together with all footnotesthereto) of the Parent and its consolidated Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, settingforth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Parent’sprevious fiscal year, accompanied by a certificate, dated the date of furnishing, signed by a Responsible Officer of the Parent to theeffect that such financial statements accurately present in all material respects the consolidated financial condition of the Parent andits consolidated Subsidiaries and that such financial statements have been prepared in accordance with GAAP consistently applied(subject to year-end adjustments); provided , however , during any period that the Parent has consolidated Subsidiaries which are notConsolidated Companies, the Parent shall also provide such financial information in a form sufficient to enable the AdministrativeAgent and the Lenders to determine the compliance of the Borrowers with the terms of this Agreement with respect to theConsolidated Companies;

(b) after the end of each of its fiscal years, as soon as prepared, but in any event at the same time it files or is (orwould be) required to file the same with the SEC, the annual audited report for that fiscal year for the Parent and its consolidatedSubsidiaries, containing a consolidated balance sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal yearand the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of theParent and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the

previous fiscal year (which financial statements shall be reported on by the Parent’s independent certified public accountants, suchreport to state that such financial statements fairly present in all material respects the consolidated financial condition and results ofoperation of the Parent and its consolidated Subsidiaries in accordance with GAAP, and which shall not be subject to any “goingconcern” or like qualification, exception, assumption or explanatory language (other than solely as a result of a maturity date inrespect of the Commitments or Loans) or any qualification, exception, assumption or explanatory language as to the scope of suchaudit); provided , however , during any period that the Parent has consolidated Subsidiaries which are not Consolidated Companies,the Parent shall also provide such financial information in a form sufficient to enable the Administrative Agent and the Lenders todetermine the compliance of the Borrowers with the terms of this Agreement with respect to the Consolidated Companies;

(c) not later than five days after the delivery of the financial statements described in Section 5.7(a) and (b) above,commencing with such financial statements for the period ending June 30, 2017, a certificate of a Responsible Officer of Parentsubstantially in the form of Exhibit 5.7 (the “ Compliance Certificate”) stating that, to the best of such Responsible Officer’sknowledge, each of the Obligors during such period observed or performed in all material respects all of its covenants and otheragreements, and satisfied in all material respects every condition, contained in this Agreement to be observed, performed or satisfiedby it, and that such Responsible Officer has

obtained no knowledge of any Default or Event of Default except as specified in such certificate and such certificate shall include (i)the calculations in reasonable detail required to indicate compliance with Section 6.1 as of the last day of such period and that thefinancial information provided has been prepared in accordance with GAAP applied consistently for the periods related thereto and(ii) a schedule that includes actual actions taken and run-rate synergies achieved versus actions scheduled and associated estimatedrun-rate synergies pursuant to clause (ix) in the definition of EBITDA as set forth in the Existing Credit Agreement;

(d) promptly upon the filing thereof or otherwise becoming available, copies of all financial statements, annual,quarterly and special reports, proxy statements and notices sent or made available generally by the Parent to its public securityholders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with anysecurities exchange or with the SEC;

(e) as soon as possible and in any event within thirty (30) days after a Borrower or any Restricted Subsidiaryknows or has reason to know that any ERISA Event or Foreign Plan Event with respect to any Plan or Foreign Plan has occurred andsuch ERISA Event or Foreign Plan Event involves a matter that has had, or is reasonably likely to have, a Material Adverse Effect, astatement of a Responsible Officer of such Borrower or such Restricted Subsidiary setting forth details as to such ERISA Event orForeign Plan Event and the action which such Borrower or such Restricted Subsidiary proposes to take with respect thereto;

(f) [reserved];

(g) prompt written notice of the occurrence of any Default or Event of Default;

(h) prompt written notice of the occurrence of any Material Adverse Effect;

(i) a copy of any material notice to the holders of (or any trustee with respect to) the Existing Senior Notes or thelenders under the Existing Credit Agreement; and

(j) with reasonable promptness, (x) such other information relating to each Borrower’s performance of thisAgreement or its financial condition as may reasonably be requested from time to time by the Administrative Agent or any Lenderand (y) all documentation and other information required by the applicable Governmental Authorities under applicable “know yourcustomer” laws, Anti-Terrorism Laws, or applicable Anti-Corruption Laws, that is reasonably requested from time to time by theAdministrative Agent or any Lender.

The Obligors will cooperate with the Administrative Agent in connection with the publication of certain materials and/orinformation provided by or on behalf of the Obligors to the Administrative Agent and Lenders (collectively, “InformationMaterials”) pursuant to this Section 5 ; provided that upon the filing by the Obligors of the items referenced in Section 5.7(a) , 5.7(b)or 5.7(d) with the SEC for public availability, the Obligors, with respect to such items so filed, shall not be required to separatelyfurnish such items to the Administrative Agent and Lenders. In addition, the Obligors will designate Information Materials (i) thatare either available to the public or not material with respect to the Obligors and their Subsidiaries or any of their respectivesecurities for purposes of United States federal and state securities laws, as “Public Information” and (ii) that are not PublicInformation as “Private Information”.

5.8 Notices Under Certain Other Indebtedness.Promptly following its receipt thereof, the Parent shall furnish theAdministrative Agent a copy of any notice received by it, any Borrower or any of the Restricted Subsidiaries from the holder(s) ofIndebtedness (or from any trustee, agent, attorney, or other party acting on behalf of such holder(s)) in an Equivalent Amount inDollars which, in the aggregate, exceeds $150,000,000, where such notice states or claims the existence or occurrence of any defaultor event of default with respect to such Indebtedness under the terms of any indenture, loan or credit agreement, debenture, note, orother document evidencing or governing such Indebtedness.

5.9 NoticeofLitigation. Notify the Administrative Agent of any actions, suits or proceedings instituted by any Personagainst an Obligor or any Restricted Subsidiary where the uninsured portion of the money damages sought (which shall include anydeductible amount to be paid by such Obligor or such Restricted Subsidiary) is reasonably likely to have a Material Adverse Effect.Said notice is to be given promptly, and is to specify the amount of damages being claimed or other relief being sought, the nature ofthe claim, the Person instituting the action, suit or proceeding, and any other significant features of the claim.

5.10 Reserved.

5.11 UseofProceeds. The Obligors shall use the Loans solely for the purposes provided in Section 3.14 .

6. NEGATIVECOVENANTS

The Obligors covenant and agree that on the Effective Date, and so long as this Agreement is in effect and until theObligations have been Fully Satisfied:

6.1 Financial Requirements . The Obligors will not:Debt to Capitalization Ratio. Suffer or permit the Debt toCapitalization Ratio as of the last day of each full fiscal quarter of the Parent to be greater than 0.60:1.00.

(b) Consolidated Interest Coverage Ratio. Suffer or permit the Consolidated Interest Coverage Ratio as of the lastday of each full fiscal quarter of the Parent, as calculated for a period consisting of the four preceding fiscal quarters of the Parent, tobe less than 2.50:1.00.

6.2 Liens.The Parent and Borrowers will not, and will not permit any Restricted Subsidiary to, create, assume or suffer toexist any Lien upon any of their respective Properties whether now owned or hereafter acquired; provided , however , that thisSection 6.2 shall not apply to the following:

(a) any Lien for Taxes not yet due or Taxes or assessments or other governmental charges which are being activelycontested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance withGAAP;

(b) any Liens, pledges or deposits (i) in connection with worker’s compensation, social security, health, disabilityor other employee benefits, or property, casualty or liability insurance, assessments or other similar charges or deposits incidental tothe conduct of the business of an Obligor or any Restricted Subsidiary (including security deposits posted with landlords and utilitycompanies) or the ownership of any of their assets or properties which were not incurred in connection with the borrowing of moneyor the obtaining of advances or credit and which do not in the aggregate materially detract from the value of their Properties ormaterially impair the use thereof in the operation of their businesses and (ii) in respect of letters of credit, bank guarantees or similarinstruments issued for the account of any Obligor in the ordinary course of business supporting obligations of the type set forth inclause (i) above;

(c) statutory Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created inthe ordinary course of business for amounts not overdue by more than 30 days, or which are being contested in good faith byappropriate proceedings and for which adequate reserves have been established, or which are not material in amount;

(d) pledges or deposits for the purpose of securing a stay or discharge in the course of any legal proceeding andjudgment liens in respect of judgments that do not constitute an Event of Default under Section 7.1(i) ;

(e) Liens consisting of encumbrances in the nature of zoning restrictions, easements, rights and restrictions on realproperty and statutory Liens of landlords and lessors which in each case do not materially impair the use of any material Property;

(f) any Lien in favor of the United States or any department or agency thereof, or in favor of any state governmentor political subdivision thereof, or in favor of a prime contractor under a government contract of the United States, or of any stategovernment or any political subdivision thereof, and, in each case, resulting from acceptance of partial, progress, advance or otherpayments in the ordinary course of business under government contracts of the United States, or of any state government or anypolitical subdivision thereof, or subcontracts thereunder and which do not materially impair the use of such Property as currentlybeing utilized by a Borrower or any Restricted Subsidiary;

(g) any Lien securing any debt securities issued (including via exchange offer and regardless of when issued) in thecapital markets if and to the extent that the Obligations are concurrently secured by a Lien equal and ratable with the Lien securingsuch debt securities;

(h) Liens (i) (A) existing on the Effective Date securing industrial development bonds and Indebtedness of ForeignSubsidiaries in an aggregate principal amount not to exceed $325,000,000 and (B) securing Refinancing Indebtedness in respect ofIndebtedness referenced in

clause (i)(A) above and (ii) securing any industrial development bonds or similar instruments with respect to which both the debtorand the investor are Consolidated Companies;

(i) (i) Liens existing or deemed to exist in connection with any Permitted Securitization Transaction, but only to theextent that any such Lien relates to the applicable Securitization Assets or other accounts receivable and other assets (together withrelated rights and proceeds) sold, contributed, financed or otherwise conveyed or pledged pursuant to such transactions and (ii) Liensexisting or deemed to exist in connection with any inventory financing arrangement so long as the fair market value of the inventoryon which such Liens exist pursuant to this subsection (i)(ii) does not exceed $250,000,000 at any time;

(j) any interest of a lessor, licensor, sublessor or sublicensor (or of a lessee, licensee, sublessee or sublicensee)under, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements inforeign jurisdictions) relating to, leases, licenses, subleases and sublicenses not prohibited by this Agreement;

(k) any interest of title of an owner of equipment or inventory on loan or consignment to, or subject to any titleretention or similar arrangement with, an Obligor, and Liens arising from Uniform Commercial Code financing statements (orequivalent filings, registrations or agreements in foreign jurisdictions) relating to such arrangements entered into in the ordinarycourse of business (but excluding any general inventory financing);

(l) banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintainedwith depositary institutions and securities accounts and other financial assets maintained with a securities intermediary; provided thatsuch deposit accounts or other funds and securities accounts or other financial assets are not established or deposited for the purposeof providing collateral for any Indebtedness and are not subject to restrictions on access by any Obligor in excess of those requiredby applicable banking regulations;

(m) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 (or the applicablecorresponding section) of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collectedupon;

(n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customsduties in connection with the importation of goods;

(o) Liens that are contractual rights of set-off not securing any Indebtedness;

(p) Liens (i) solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by anyObligor in connection with a letter of intent or purchase agreement for an Acquisition or other transaction not prohibited hereunderand (ii) consisting of an agreement to dispose of any Property in a disposition not prohibited hereunder, including customary rightsand restrictions contained in such an agreement;

(q) Liens on any Property of an Obligor in favor of any other Obligor or Restricted Subsidiary;

(r) any restriction or encumbrance with respect to the pledge or transfer of the Equity Interests of any JointVenture;

(s) Liens securing insurance premium financing arrangements;

(t) any Lien renewing, extending, refinancing or refunding any Lien permitted by subsection (g) or (h) above;provided that (i) the Property covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased, (iii) thedirect or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured orbenefited thereby is permitted by Section 6.3 ;

(u) Liens on cash, deposits or other collateral granted in favor of the Swingline Lender or the Issuing Lender tocash collateralize any Defaulting Lender’s participation in Letters of Credit or Swingline Loans (all such capitalized terms used inthis clause (u) having the meanings set forth in the Existing Credit Agreement);

(v) Liens on cash or deposits granted in accordance with the terms of the Existing Credit Agreement to cashcollateralize any of the Obligations (as such term is defined in the Existing Credit Agreement); and

(w) other Liens in addition to those permitted by subsections (a) through (v) above; provided that, at the time ofincurrence of any Lien under this subsection (w), the aggregate outstanding principal amount of all obligations secured by such Lien(or in the case of Liens on inventory in connection with an inventory financing arrangement, which Liens are not otherwisepermitted by subsection (i) of this Section 6.2, the fair market value of the inventory on which such Liens exist) shall not exceed thePriority Debt Basket at such time (determined prior to giving effect to the incurrence of such Lien).

6.3 SubsidiaryIndebtedness. The Parent will not permit any of its Restricted Subsidiaries (other than any “Borrower” asdefined in the Existing Credit Agreement) to create, incur, assume or suffer to exist any Indebtedness except:

(a) (A) Indebtedness existing as of the Effective Date in respect of industrial development bonds and Indebtednessof Foreign Subsidiaries in an aggregate amount not to exceed $325,000,000 and (B) Refinancing Indebtedness in respect ofIndebtedness incurred under clause (A) above;

(b) Indebtedness of any Restricted Subsidiary owing to the Parent or any Restricted Subsidiary;

(c) other Indebtedness (whether secured or unsecured); provided that (i) at the time of incurrence of anyIndebtedness under this subsection (c), the aggregate principal amount of such Indebtedness does not exceed the Priority DebtBasket at such time (determined prior to giving effect to the incurrence of such Indebtedness) and (ii) for the avoidance of doubt, theFarm Credit Term Loan Facility (as defined in the Existing Credit Agreement) and Indebtedness created under this Agreement shallbe considered Indebtedness incurred pursuant to this clause (c);

(d) Indebtedness and obligations owing under Hedging Agreements and/or Cash Management Agreements so longas such Hedging Agreements and/or Cash Management Agreements are not entered into for speculative purposes;

(e) Guaranty Obligations of any Restricted Subsidiary in respect of Indebtedness of the Parent or any otherRestricted Subsidiary to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section 6.3 ;

(f) obligations of any Restricted Subsidiary in connection with (i) any Permitted Securitization Transaction to theextent such obligations constitute Indebtedness and (ii) any inventory financing arrangements so long as the aggregate principalamount of Indebtedness in respect thereof incurred under this subsection (f)(ii) does not exceed $250,000,000 at any timeoutstanding;

(g) Indebtedness of any Restricted Subsidiary consisting of completion guarantees, performance bonds, suretybonds or customs bonds incurred in the ordinary course of business;

(h) Indebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees andsimilar instruments for the benefit of such Person) providing workers’ compensation, social security, health, disability or otheremployee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to suchPerson, in each case incurred in the ordinary course of business;

(i) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cashmanagement services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall berepaid in full within five Business Days of the incurrence thereof;

(j) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 7.1(i) ;

(k) Indebtedness consisting of the financing of insurance premiums with the providers of such insurance or theirAffiliates; and

(l) Indebtedness created under the Existing Credit Agreement or any other Credit Document (as defined in theExisting Credit Agreement).

6.4 MergerandSaleofAssets.The Obligors will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up,

merge, amalgamate or consolidate with any other Person or sell, lease, transfer or otherwise dispose of, in one transaction or a seriesof transactions, all or substantially all of the business or assets of the Obligors and their respective Restricted Subsidiaries (taken as awhole), whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary courseof business); provided that, notwithstanding any of the foregoing limitations, the Obligors and the Restricted Subsidiaries may takethe following actions:

(a) (i) if no Event of Default shall then exist or immediately thereafter will exist, a Borrower may merge,amalgamate or consolidate with any Person so long as (A) such Borrower is the surviving entity or (B) the surviving entity (the “SuccessorBorrower”) (x) is organized under the laws of (1) in the case of the Lux Borrower, Luxembourg and (2) in the case of theU.K. Borrower, England and Wales, (y) expressly assumes such Borrower’s obligations under this Agreement and the other LoanDocuments to which such Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substancereasonably satisfactory to the Administrative Agent and (z) each Guarantor of the Obligations shall have confirmed that itsobligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this Agreement (itbeing understood that, if the foregoing conditions in clauses (x) through (z) are satisfied, then the Successor Borrower willautomatically succeed to, and be substituted for, such Borrower under this Agreement; provided , however, that such Borrower shallhave provided not less than five Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and suchBorrower or Successor Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply anydocumentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for theAdministrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know yourcustomer” or other similar checks under all applicable laws and regulations), (ii) any Restricted Subsidiary may merge, amalgamateor consolidate with an Obligor if such Obligor is the surviving entity, (iii) any Restricted Subsidiary (other than an Obligor) maymerge, amalgamate or consolidate with any other Person (other than an Obligor); provided that a Restricted Subsidiary shall be thecontinuing or surviving entity, (iv) any Restricted Subsidiary (other than an Obligor) may merge or amalgamate with any Person thatis not a Restricted Subsidiary in connection with a sale of Property permitted under this Section 6.4 , and (v) any RestrictedSubsidiary (other than an Obligor) may be dissolved so long as the property and assets of such Restricted Subsidiary are transferredto the Parent or any other Restricted Subsidiary;

(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its Property to (i) aBorrower, (ii) any Guarantor or (iii) any Restricted Subsidiary of the Parent; provided that, with respect to transfers described inclause (iii), upon completion of such transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to whichthe Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and, if suchRestricted Subsidiary is a Guarantor, a Guarantor;

(c) any Restricted Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent determines in goodfaith that such liquidation or dissolution is in the best interests of the Parent and is not materially disadvantageous to the Lenders;and

(d) the Parent and its Restricted Subsidiaries may sell, transfer or otherwise dispose of or wind down theCommunity Development and Land Management business of WestRock MWV, LLC (f/k/a MeadWestvaco Corporation), aDelaware limited liability company.

6.5 UseofProceeds. The Borrowers will not request any Credit Extension, and no Obligor shall use directly or, to itsknowledge, indirectly, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shallnot use directly or, to its knowledge, indirectly, the proceeds of any Credit Extension (A) in furtherance of an offer, payment,promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of suchfunding, is, or whose government is, the subject of Sanctions, or (C) in any other manner that would result in a violation of Sanctionsby any party hereto or any arranger, bookrunner or other agent for the credit facility provided for herein.

7. EVENTSOFDEFAULT.

7.1 EventofDefault. An Event of Default shall exist upon the occurrence of any of the following specified events (eachan “Event of Default”):

(a) Payments. A Borrower shall fail to make when due (including by mandatory prepayment) any principalpayment with respect to the Loans, or any Obligor shall fail to make any payment of interest, fee or other amount payable hereunderwithin three (3) Business Days of the due date thereof; or

(b) Covenants Without Notice. Any Obligor shall fail to observe or perform any covenant or agreement containedin Section 5.1 (as to maintenance of existence of the Borrowers), subsections (g) and (h) of Section 5.7 , Section 5.8 , Section 5.9 ,Section 5.11 or Section 6 ; or

(c) Other Covenants. Any Obligor shall fail to observe or perform any covenant or agreement contained in thisAgreement or any other Loan Document, other than those referred to in subsections (a) and (b) of Section 7.1 , and such failure shall

remain unremedied for thirty (30) days after the earlier of (i) a Responsible Officer of an Obligor obtaining knowledge thereof, or(ii) written notice thereof shall have been given to the Parent by Administrative Agent or any Lender; or

(d) Representations. Any representation or warranty made or deemed to be made by an Obligor or by any of itsofficers under this Agreement or any other Loan Document (including the Schedules attached hereto and thereto), or in anycertificate or other document submitted to the Administrative Agent or the Lenders by any such Person pursuant to the terms of thisAgreement or any other Loan Document, shall be incorrect in any material respect when made or deemed to be made or submitted;or

(e) Non-Payments of Other Indebtedness. Any Obligor or any Restricted Subsidiary shall fail to make when due(whether at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) anypayment of principal of or interest on any Indebtedness (other than the Obligations) exceeding $150,000,000 individually or in theaggregate; or

(f) Defaults Under Other Agreements. Any Obligor or any Restricted Subsidiary shall (i) fail to observe or performwithin any applicable grace period any covenants or agreements contained in any agreements or instruments relating to any of itsIndebtedness (other than the Loan Documents) the principal amount of which exceeds $150,000,000 individually or in the aggregate,or any other event shall occur if the effect of such failure or other event is to accelerate the maturity of such Indebtedness, or topermit (except in the case of the Existing Credit Agreement) the holder of such Indebtedness or any other Person to accelerate thematurity of such Indebtedness; or (ii) breach or default any Hedging Agreement and/or Cash Management Agreement (subject to anyapplicable cure periods) the termination value owed by such Obligor or Restricted Subsidiary as a result thereof shall exceed$150,000,000 if the effect of such breach or default is to terminate such Hedging Agreement or to permit the applicable counterpartyto such Hedging Agreement to terminate such Hedging Agreement; provided that this clause (f) shall not apply to (x) any securedIndebtedness that becomes due as a result of the voluntary sale, transfer or other disposition of the assets securing such Indebtedness(to the extent such sale, transfer or other disposition is not prohibited under this Agreement) so long as such Indebtedness is paid or(y) any Indebtedness that becomes due as a result of a voluntary refinancing thereof not prohibited under this Agreement; or

(g) Bankruptcy. Any Obligor or any Material Subsidiary shall commence a voluntary case concerning itself underthe Bankruptcy Code, Luxembourg Insolvency Rules, or applicable foreign bankruptcy, reorganization, arrangement, adjustment ofdebt, relief of debtors, dissolution, insolvency or liquidation laws; or makes a proposal to its creditors or files notice of its intentionto do so, institutes any other proceeding (including with respect to the U.K. Borrower, any corporate action) under applicable lawseeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise,arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any othersimilar relief; or an involuntary case for bankruptcy is commenced against any Obligor or any Material Subsidiary and the petition isnot controverted within thirty (30) days, or is not dismissed within sixty (60) days, after commencement of the case; or a custodian(as defined in the Bankruptcy Code), receiver, receiver-manager, trustee or similar official under applicable foreign bankruptcy,reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation laws is appointed for, ortakes charge of, all or any substantial part of the property of any Obligor or any Material Subsidiary; or an Obligor or a MaterialSubsidiary commences proceedings of its own bankruptcy or insolvency or to be granted a suspension of payments or any otherproceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation orsimilar law of any jurisdiction, whether now or hereafter in effect, relating to any Obligor or any Material Subsidiary or there iscommenced against any Obligor or any Material Subsidiary any such proceeding which remains undismissed for a period of sixty(60) days; or any Obligor or any Material Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other orderapproving any such case or proceeding is entered; or any Obligor or any Material Subsidiary suffers any appointment of anycustodian, receiver, receiver-manager, trustee or the like for it or any substantial part of its property to continue undischarged orunstayed for a period of sixty (60) days; or any Obligor or any Material Subsidiary makes a general assignment for the benefit ofcreditors; or any Obligor or any Material Subsidiary shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,its debts generally as they become due; or any Obligor or any Material Subsidiary shall call a meeting of its creditors with a view toarranging a composition or adjustment of its debts; or any Obligor or any Material Subsidiary shall by any act or failure to actindicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate action is taken by any Obligor or anyMaterial Subsidiary for the purpose of effecting any of the foregoing; or

(h) ERISA. A Plan of an Obligor or any Restricted Subsidiary or a Plan subject to Title IV of ERISA of any of itsERISA Affiliates:

(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, theterms of such Plan, Section 412 of the Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought orgranted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Code or Section 302 of ERISA;or

(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or theterms of such Plan; or

(iii) results in a liability of an Obligor or any Restricted Subsidiary under applicable law, the terms of suchPlan, or Title IV of ERISA, other than liabilities for benefits in the ordinary course;

and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or such Plan that would have aMaterial Adverse Effect; or a Foreign Plan Event occurs that would have a Material Adverse Effect; or

(i) Money Judgment. Judgments or orders for the payment of money (net of any amounts paid by an independentthird party insurance company or surety or fully covered by independent third party insurance or surety bond issued by a companywith an AM Best rating in one of the two highest categories as to which the relevant insurance company or surety does not disputecoverage) in excess of $150,000,000 individually or in the aggregate or otherwise having a Material Adverse Effect shall berendered against any Obligor or any Restricted Subsidiary, and such judgment or order shall continue unsatisfied (in the case of amoney judgment) and in effect for a period of thirty (30) days during which execution shall not be effectively stayed or deferred(whether by action of a court, by agreement or otherwise); or

(j) Default under other Loan Documents; Guaranty Agreement. (a) There shall exist or occur any “Event ofDefault” as provided under the terms of any Loan Document, or any Loan Document ceases to be in full force and effect or thevalidity or enforceability thereof is disaffirmed by or on behalf of any Obligor, or at any time it is or becomes unlawful for anyObligor to perform or comply with its obligations under any Loan Document, or the obligations of any Obligor under any LoanDocument are not or cease to be legal, valid and binding on any Obligor; or (b) without limiting the foregoing, any GuarantyAgreement or any provision thereof shall cease to be in full force and effect or any Guarantor or any Person acting by or on behalf ofany Guarantor shall deny or disaffirm any Guarantor’s obligations under any Guaranty Agreement; or

(k) Change in Control. A Change in Control shall occur; or

(l) Securitization Events. There shall occur any breach of any covenant by any Obligor, any Restricted Subsidiaryor any Permitted Securitization Subsidiary contained in any agreement relating to Permitted Securitization Transaction causing orpermitting the acceleration of the obligations thereunder or requiring the prepayment of such obligations or termination of suchsecuritization program prior to its stated maturity or term; provided , however , such breach shall not constitute an Event of Defaultunless any Obligors shall have payment obligations or liabilities under such Permitted Securitization Transaction that have had or arereasonably expected to have a Material Adverse Effect.

7.2 Acceleration;Remedies. Upon the occurrence and during the continuance of an Event of Default, the AdministrativeAgent may, or upon the request and direction of the Required Lenders shall, by written notice to the Borrowers take any of thefollowing actions (including any combination of such actions):

(a) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments shall beimmediately terminated.

(b) Acceleration; Demand. Declare the unpaid principal of and any accrued interest in respect of all Loans and anyand all other indebtedness or obligations (including fees) of any and every kind owing by any Obligor to the Administrative Agentand/or any of the Lenders hereunder to be due, whereupon the same shall be immediately due and payable without presentment,demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.

(c) Enforcement of Rights. Exercise any and all rights and remedies created and existing under the LoanDocuments, whether at law or in equity.

(d) Rights Under Applicable Law. Exercise any and all rights and remedies available to the Administrative Agentor the Lenders under applicable law.

Notwithstanding the foregoing, if an Event of Default specified in Section 7.1(g) shall occur, then the Commitments shallautomatically terminate and all Loans, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness orobligations owing to the Administrative Agent and/or any of the Lenders hereunder automatically shall immediately become due andpayable without presentment, demand, protest or the giving of any notice or other action by the Administrative Agent or the Lenders,all of which are hereby waived by the Obligors.

7.3 ApplicationofPayment. Subsequent to the acceleration of the Obligations under Section 7.2 hereof, payments andprepayments with respect to the Obligations made to Administrative Agent, the Lenders, or otherwise received by AdministrativeAgent or any Lender shall be distributed in the following order of priority: FIRST, to the reasonable costs and expenses (includingattorneys’ fees and expenses), if any, incurred by Administrative Agent or any Lender in the collection of such amounts under thisAgreement or of the Loan Documents; SECOND, to any fees then due and payable to Administrative Agent and Lenders under thisAgreement or any other Loan Document; THIRD, to the payment of interest then due and payable on the Loans; FOURTH, to thepayment of principal of the Loans; FIFTH, to any other Obligations not otherwise referred to in this Section, and SIXTH, to theapplicable Obligors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided , however ,that Administrative Agent may elect to apply the proceeds of any guarantee to repay any Obligations in accordance with the priorityset forth above before applying the proceeds of any other guarantee provided under any Loan Document, if in the reasonable

determination of Administrative Agent, such order of application will maximize the repayment of all of the Obligations.Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys, or balances inaccordance with this Agreement.

8. ADMINISTRATIVEAGENT

8.1 AuthorizationandAction.

(a) Each of the Lenders hereunder and under the other Loan Documents authorizes Administrative Agent to takesuch actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof,together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 8 are solely for the benefitof Administrative Agent and the Lenders, and no Obligor has rights as a third party beneficiary of any of such provisions (other thanfor purposes of Section 8.6 ). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (orany other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express)obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and isintended to create or reflect only an administrative relationship between contracting parties.

(b) Administrative Agent and any co-agents, sub-agents, and attorneys-in-fact appointed by Administrative Agentpursuant to Section 8.5 for purposes of enforcing any Loan Document or exercising any rights and remedies thereunder at thedirection of Administrative Agent, shall be entitled to the benefits of all provisions of this Sections 8 and 9 as if set forth in fullherein with respect thereto. Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to orfurther consent from the Lenders, from time to time to take any action available to it with respect to any Loan Documents.

8.2 AdministrativeAgentanditsAffiliates.

(a) The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity asa Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term “Lender” or“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving asAdministrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, own securitiesof, lend money to, act as the financial advisor or in any advisory capacity for and generally engage in any kind of business withParent or any Subsidiary or other Affiliate thereof as if it were not Administrative Agent hereunder and without any duty to accounttherefor to the Lenders.

(b) Each Lender understands that the Person serving as Administrative Agent, acting in its individual capacity, andits Affiliates (collectively, the “ Agent’s Group ”) is engaged in a wide range of financial services and businesses (includinginvestment management, financing, securities trading, corporate and investment banking and research) (such services and businessesare collectively referred to in this Section 8 as “ Activities”) any may engage in the Activities with or on behalf of one or more ofthe Obligors or their respective Affiliates. Furthermore, the members of the Agent’s Group may, in undertaking the Activities,engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (includingthe Obligors and their respective Affiliates and including holding, for its own account or on behalf of others, equity, debt and similarpositions in Parent, any other Obligor or any of their respective Affiliates), including trading in or holding long, short or derivativepositions in securities, loans, or other financial products of one or more of the Obligors or their respective Affiliates. Each Lenderunderstands and agrees that in engaging in the Activities, the members of the Agent’s Group may receive or otherwise obtaininformation concerning the Obligors or their respective Affiliates (including information concerning the ability of the Obligors toperform their respective obligations hereunder and under the other Loan Documents) which information may not be available to anyof the Lenders that are not members of the Agent’s Group. Neither Administrative Agent nor any other member of the Agent’sGroup shall have any duty to disclose to any Lender or use on behalf of any Lender, nor be liable for the failure to so disclose or use,any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business,prospects, operations, property, financial and other condition or creditworthiness of any Obligor or any Affiliate of any Obligor) orto account for any revenue or profits obtained in connection with the Activities, except that Administrative Agent shall deliver orotherwise make available to each Lender such documents as are expressly required by any Loan Document to be transmitted byAdministrative Agent to the Lenders.

(c) Each Lender further understands that there may be situations where members of the Agent’s Group or theirrespective customers (including the Obligors and their respective Affiliates) either now have or may in the future have interests ortake actions that may conflict with the interests of any one or more of the Lenders (including the interests of any Lender hereunderand under the other Loan Documents). Each Lender agrees that no member of the Agent’s Group is or shall be required to restrict itsactivities as a result of any Person serving as Administrative Agent being a member of the Agent’s Group, and that each member ofthe Agent’s Group may undertake any Activities without further consultation with or notification of any Lender. None of (i) thisAgreement nor any other Loan Document, (ii) the receipt by the any members of the Agent’s Group of information (includinginformation concerning the ability of the Obligors to perform their respective obligations hereunder and under the other LoanDocuments), or (iii) any other matter, shall give rise to any fiduciary, equitable, or contractual duties (including any duty of trust,care or confidence) owing by Administrative Agent or any member of the Agent’s Group to any Lender including any such duty that

would prevent or restrict any member of the Agent’s Group from acting on behalf of customers (including the Obligors or theirrespective Affiliates) or for its own account.

8.3 Duties. Administrative Agent shall not have any duties or obligations except those expressly set forth herein and inthe other Loan Documents. Without limiting the generality of the foregoing, Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and iscontinuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, exceptdiscretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent isrequired to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall beexpressly provided for herein or in the other Loan Documents) ;provided that Administrative Agent shall not be required to take anyaction that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any LoanDocument or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay underany Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation ofany Debtor Relief Law;

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, andshall not be liable for the failure to disclose, any information relating to any Obligor or any of their respective Affiliates that iscommunicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; and

(d) shall not be liable for any damage or loss resulting from or caused by events or circumstances beyondAdministrative Agent's reasonable control, including nationalization, expropriation, currency or funds transfer restrictions, theinterruption, disruption, or suspension of the normal procedures and practices of any securities market, power, mechanical,communications, or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes, or othernatural disasters, civil, and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes,national disasters of any kind, or other similar events or acts, or errors by any Borrower in its instructions to Administrative Agent.

8.4 AdministrativeAgent’sReliance,Etc.

(a) Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at therequest of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as AdministrativeAgent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7 and 9.2 ) or (ii) in the absenceof its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealablejudgment. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until anObligor or a Lender has given written notice describing such Default or Event of Default to Administrative Agent. AdministrativeAgent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made inor in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other documentdelivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of thecovenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default,(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,instrument or document, or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein or therein, other than toconfirm receipt of items expressly required to be delivered to Administrative Agent.

(b) Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, anynotice, request, certificate, consent, statement, instrument, document, or other writing (including any electronic message, internet orintranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticatedby the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it tobe made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any conditionhereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, Administrative Agent maypresume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contraryfrom such Lender prior to the making of such Loan. Administrative Agent may consult with legal counsel (who may be counsel foran Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it inaccordance with the advice of any such counsel, accountants or experts.

8.5 Sub-Agents. Administrative Agent may perform any and all its duties and exercise its rights and powers hereunder orunder any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. AdministrativeAgent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respectiveRelated Parties. Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or furtherconsent from the Lenders, from time to time to permit any co-agents, sub-agents and attorneys-in-fact appointed by AdministrativeAgent to take any action permitted to be taken by it under any of the Loan Documents. The exculpatory provisions of this Section 8 ,as well as all other indemnity and expense reimbursement provisions of this Agreement (including Section 9.3 ), shall apply to any

such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respectiveactivities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agentand as though such co-agents, sub-agents and attorneys-in-fact were the “administrative agent” under the Loan Documents.Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court ofcompetent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence orwillful misconduct in the selection of such sub-agents.

8.6 Resignation.

(a) Administrative Agent may resign at any time by giving notice of its resignation to the Lenders and Borrowers.Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and, so long as noDefault or Event of Default then exists, subject to the approval (not to be unreasonably withheld or delayed) of Borrowers, toappoint a successor, which shall be a financial institution with an office in the United States, or an Affiliate of any such financialinstitution with an office in the United States. If no successor shall have been so appointed by the Required Lenders and, ifapplicable, Borrowers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives noticeof its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date”), then theretiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualificationsset forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with suchnotice on the Resignation Effective Date.

(b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged fromits duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to theretiring Administrative Agent, all payments, communications and determinations provided to be made by, to or throughAdministrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint asuccessor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agenthereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiringAdministrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent) and the retiringAdministrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. Thefees payable by Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unlessotherwise agreed among Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and underthe other Loan Documents, the provisions of this Section and Section 9.3 shall continue in effect for the benefit of such retiringAdministrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken byany of them while the retiring Administrative Agent was acting as Administrative Agent.

8.7 Lender Credit Decision . Each Lender acknowledges that it has, independently and without reliance uponAdministrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it hasdeemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that itwill, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based onsuch documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or nottaking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnishedhereunder or thereunder. In this regards, each Lender further acknowledges that Greenberg Traurig, LLP is acting in this transactionas special counsel to Rabobank only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document.Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the LoanDocuments and the matters contemplated therein.

8.8 OtherAgentTitles. Anything herein to the contrary notwithstanding, none of the “Sole Bookrunner”, “Joint LeadArranger”, or “Syndication Agent” listed on the cover page hereof shall have any powers, duties or responsibilities under thisAgreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent or a Lenderhereunder.

8.9 AgentMayFileProofsofClaim;BankruptcyEvents. In case of the pendency of any proceeding under any DebtorRelief Law or any other judicial proceeding relative to any Obligor or any Subsidiary, Administrative Agent (irrespective of whetherthe principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective ofwhether Administrative Agent shall have made any demand on any Obligor or any other Person primarily or secondarily liable) shallbe entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of theLoans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable inorder to have the claims of the Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses,disbursements and advances of the Lenders and Administrative Agent and their respective agents and counsel and all other amountsdue the Lenders and Administrative Agent under Sections 2 and 9.3 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute

the same in accordance with this Agreement;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding ishereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shallconsent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the reasonablecompensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amountsdue Administrative Agent under Sections 2 and 9.3 .

9. MISCELLANEOUS

9.1 Notices.

(a) General Address for Notices. Except in the case of communications expressly permitted to be given bytelephone hereunder or under any other Loan Documents, all notices and other communications (“ Communications”) provided forherein or in any other Loan Document shall be in writing and shall be delivered by hand or overnight courier service, mailed bycertified or registered mail or sent by telecopy or, subject to Section 9.1(b) , by electronic communication, as follows:

(i) if to Parent or Borrowers, to them at c/o WestRock Company, 504 Thrasher Street, N.W., Norcross, GA30071-1956, Attention: Chief Financial Officer; Telecopy No. (770) 263-3582; Telephone No. (678) 291-7700; with a copy toWestRock Company, 504 Thrasher Street, N.W., Norcross, GA 30071-1956, Attention: General Counsel; Telecopy No. (770) 263-3582; Telephone No. (678) 291-7456;

(ii) if to Administrative Agent in connection with any Borrowing Request, Interest Election Request, or anypayment or prepayment of the Obligations, to it at c/o Capital Markets and Agency Services at 245 Park Avenue, New York, NY10167, Attention: Punam Gambhir; Telecopy No. (914) 304-9327; Telephone No. (212) 574-7327; Email:[email protected] with a copy to: [email protected];

(iii) if to Administrative Agent in connection with any other matter (including deliveries under Section 5.1), to it at Rabobank Loan Syndications, 245 Park Avenue, New York, NY 10167, Attention: Loan Syndications; Telecopy No. (212)808-2578; Telephone No. (212) 808-6808; Email: [email protected]; and

(iv) if to a Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have beengiven when received. Notices sent by telecopier shall be deemed to have been given when sent (except that, if not given before orduring normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next BusinessDay). Notices delivered through electronic communications to the extent provided in Section 9.1(b) shall be effective as provided insuch Section 9.1(b) .

(b) Electronic Communications. Communications to the Lenders under the Loan Documents may be delivered orfurnished by electronic communications pursuant to procedures approved by Administrative Agent. Each of Administrative Agentand each Obligor may, in its discretion, agree to accept Communications to it under the Loan Documents by electroniccommunications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particularCommunications. Unless Administrative Agent otherwise prescribes, (i) Communications sent to an e-mail address shall be deemedreceived upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested”function, as available, return e-mail or other written acknowledgment), and (ii) Communications posted on an internet or intranetwebsite shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in clause (i) ofthis Section 9.1(b) notification

that such Communication is available and identifying the website address thereof; provided that, for both clauses (i) and (ii) of thisSection 9.1(b) , if such Communication is not sent before or during the normal business hours of the recipient, such Communicationshall be deemed to have been sent at the opening of business on the next Business Day.

(c) Change of Address for Notices. Any party hereto may change its address or telecopy number for, or individualdesignated to receive, Communications under the Loan Documents by notice to the other parties hereto (or, in the case of any suchchange by a Lender, by notice to Borrowers and Administrative Agent). All Communications given to any party hereto inaccordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(d) Electronic Transmission System. Borrowers and the Lenders agree that Administrative Agent may make theCommunications available to the Lenders and Borrowers by posting the Communications on Debt Domain, IntraLinks, SyndTrak, ora substantially similar electronic transmission system or digital workspace provider (the “ Platform ”). THE PLATFORM ISPROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES DO NOT WARRANT THE ACCURACY ORCOMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLYDISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND,EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHERCODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THEPLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDEROR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND INCLUDING DIRECT OR INDIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT, OROTHERWISE) ARISING OUT OF ANY BORROWER’S OR ADMINISTRATIVE AGENT’S TRANSMISSION OFCOMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTYIS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVERESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;PROVIDED , HOWEVER , THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO ANYOBLIGOR, ANY LENDER OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL ORPUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

(e) Communications through the Platform. Each Lender agrees that notice to it (as provided in the next sentence)specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications tosuch Lender for purposes hereof. Each Lender agrees (i) to provide to Administrative Agent in writing (including by electroniccommunication), promptly after the date of this Agreement, an e-mail address to which the foregoing notice may be sent byelectronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.

9.2 Waivers;Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by Administrative Agent or any Lender inexercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single orpartial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, precludeany other or further exercise thereof or the exercise of any other right or power. The rights and remedies of Administrative Agentand the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies thatthey would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Obligortherefrom shall in any event be effective unless the same shall be permitted by Section 9.2(b) , and then such waiver or consent shallbe effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, themaking of a Loan shall not be construed as a waiver of any Default, regardless of whether Administrative Agent or any Lender mayhave had notice or knowledge of such Default at the time.

(b) Amendments. Neither this Agreement nor any other Loan Document nor any provision hereof or thereof maybe waived, amended, or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing enteredinto by Borrowers, Administrative Agent, and the Required Lenders or, in the case of any other Loan Document, pursuant to anagreement or agreements in writing entered into by Administrative Agent and the Obligor or Obligors that are parties thereto, in eachcase with the consent of the Required Lenders; provided that no such agreement shall (i) increase any Commitment of any Lenderwithout the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, orreduce the rate of any fees due hereunder, without the written consent of each Lender directly and adversely affected thereby (provided , that in no event shall the waiver of applicability of Section 2.12 (c) (which waiver shall be effective with the writtenconsent of the Required Lenders) constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (ii)),(iii) postpone the scheduled date of payment of any interest on a Loan, or any fees payable hereunder, or reduce the amount of,waive or excuse any such payment, or extend the Maturity Date, without the written consent of each Lender directly and adverselyaffected thereby, (iv) modify Section 2.17(c) or (d) to change the prorata sharing provided therein without the consent of eachLender directly and adversely affected thereby, (v) modify Section 7.2 without the written consent of each Lender, (vi) change anyof the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number orpercentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consenthereunder, without the written consent of each Lender, (vii) contractually subordinate the payment of all the Obligations to any otherIndebtedness, without the written consent of each Lender, or (viii) release any Borrower, or release any Guarantor from any of itsguarantee obligations under any Guaranty Agreement, without the written consent of each Lender, provided ,further that (A) nosuch agreement shall amend, modify, or otherwise affect the rights or duties of Administrative Agent without the prior writtenconsent of Administrative Agent, and (B) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writingexecuted only by the parties thereto.

9.3 Expenses;Indemnity;DamageWaiver.

(a) Costs and Expenses. Each Obligor agrees to pay (i) all reasonable and documented out-of-pocket expensesincurred by Administrative Agent and its Affiliates (including Rabobank in its separate capacities as “Joint Lead Arranger” and“Sole Bookrunner” with respect

to the syndication of the Loans) in connection with the syndication of the credit facilities provided for herein, the preparation,negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,modifications, or waivers of the provisions hereof or thereof, including the reasonable and documented fees, charges anddisbursements of counsel for Administrative Agent, and of such consultants, advisors, appraisers and auditors retained or engaged byAdministrative Agent ( provided , if no Event of Default then exists, such retention or engagement is permitted by this Agreement orotherwise approved by a Borrower), whether or not the transactions contemplated hereby or thereby shall be consummated; (ii) allout-of-pocket expenses incurred by Administrative Agent or any Lender, including the fees, charges and disbursements of anyadvisors to Administrative Agent and counsel for Administrative Agent, or any Lender, in connection with the enforcement orprotection of such Person’s rights in connection with this Agreement and the other Loan Documents, including its rights under thisSection, and including in connection with any bankruptcy or insolvency proceeding, workout, restructuring, or negotiations inrespect thereof, and (iii) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments, and other charges incurredby Administrative Agent in connection with any filing, registration, or recording of any Loan Document.

(b) Indemnification by Obligors. Each Obligor hereby agrees to indemnify Administrative Agent, each Lender,Rabobank or any other Person in its separate capacities as “ Joint Lead Arranger”, “Syndication Agent” and “Sole Bookrunner”hereunder with respect to the syndication of the Loans, and each Related Party of any of the foregoing Persons (each such Personbeing called an “ Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities,and related expenses (including the fees, charges, and disbursements of one firm of counsel for all such Indemnitees, taken as awhole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may including a single firm ofspecial counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceivedconflict of interest where the Indemnitee affected by such conflict informs Parent of such conflict and thereafter retains its owncounsel, of another firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in eachappropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affectedIndemnitee)) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution ordelivery of this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligationshereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) anyLoan or the use or proposed use of the proceeds, (iii) any payments that Administrative Agent is required to make under anyindemnity issued to any bank holding any Obligor’s deposit, commodity or security accounts, (iv) any actual or alleged presence orRelease of Hazardous Substances on or from any property owned or operated by any Obligor, or any liability under EnvironmentalLaw related in any way to any Obligor, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to anyof the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities,or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resultedsolely from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) a claim brought by Parent or anySubsidiary against

such Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder to the extent Parent or such Subsidiaryis the prevailing party in such action or (B) result from a proceeding that does not involve an act or omission by Parent or any of itsAffiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims against any arranger, bookrunner oragent hereunder in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respectto the credit facilities hereunder). Notwithstanding the foregoing, this Section 9.3(b) shall not apply with respect to Taxes other thanany Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that any Obligor for any reason fails to indefeasibly pay any amountrequired to be paid by it to Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing underSections 9.3(a) and 9.3(b) each Lender severally agrees to pay to Administrative Agent (or any such sub-agent) or such RelatedParty, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense orindemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent) inits capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent) inconnection with such capacity. The obligations of the Lenders under this Section 9.3(c) are subject to the provisions ofSection 2.6(c) .

(d) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, no Obligor shall assert, andeach Obligor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, orpunitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, anyother Loan Document, the Transactions, any Loan, or the use of the proceeds thereof.

(e) Payments. All amounts due under this Section shall be payable no later than 5 Business Days after writtendemand therefor.

9.4 SuccessorsandAssigns.

(a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns permitted hereby (including any Indemnitee), except that (i) no Obligormay assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the priorwritten consent of each Lender (and any attempted assignment or transfer of such rights or obligations by any Obligor without suchconsent shall be null and void), and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder exceptin accordance with this Section (and any attempted assignment or transfer of such rights or obligations by any Lender that is not inaccordance with this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to conferupon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including, to the extentexpressly contemplated hereby, the Related Parties of each of Administrative Agent and the Lenders)) any legal or equitable right,remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders Generally. Any Lender may at any time assign to one or more assignees all or aportion of its rights and obligations under this Agreement (including

all or a portion of its Commitment and Loans) at the time owing to it; provided that any such assignment shall be subject to thefollowing conditions:

(i) Minimum Amounts.

(A) in the case of (x) an assignment of the entire remaining amount of the assigning Lender’sCommitment or Loans, (y) contemporaneous assignments to any Lender and its Approved Funds that equal at least theamount specified in clause (B) of this Section 9.4(b)(i) in the aggregate, or (z) an assignment to an existing Lender or anAffiliate or Approved Fund of an existing Lender, no minimum amount need be assigned; and

(B) in any case not described in clause (A) of this Section 9.4(b)(i) , the aggregate amount of theCommitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect,the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment andAssumption with respect to such assignment is delivered to Administrative Agent or if “Trade Date” is specified in theAssignment and Assumption, as of the “Trade Date” so specified therein) shall not be less than $5,000,000 (or, in the caseof any assignment of Loans denominated in (x) Euros, €5,000,000 or (y) Sterling, £5,000,000) with integral multiples of$1,000,000 (or, in the case of any assignment of Loans denominated in (x) Euros, €1,000,000 or (y) Sterling, £1,000,000)in excess thereof, in the case of any assignment of Loans by any Lender, unless each of Administrative Agent and, so longas no Event of Default has occurred and is continuing, Borrowers otherwise consent (each such consent not to beunreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment of any Commitment or Loans shall be made as anassignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of suchCommitment and Loans assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required byclause (B) of Section 9.4(b)(i) and, in addition:

(A) the consent of Borrowers (such consent not to be unreasonably withheld or delayed) shall berequired unless (i) an Event of Default has occurred and is continuing at the time of such assignment, or (ii) suchassignment is to a Lender, an Affiliate of a Lender, or an Approved Fund; provided that Borrowers shall be deemed to haveconsented to any such assignment unless it shall object thereto by written notice to Administrative Agent within 10Business Days after having received notice thereof; and

(B) the consent of Administrative Agent shall be required for assignments in respect of aCommitment to a Person that is not a Lender, an Affiliate of such Lender, or an Approved Fund with respect to suchLender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver toAdministrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 ( provided thatAdministrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment).

(v) Administrative Questionnaire and Tax Forms. The assignee, if it shall not already be a Lender, shalldeliver to Administrative Agent an Administrative Questionnaire and any tax forms required by Section 2.16(g) .

(vi) No Assignment to Certain Persons. No such assignment shall be made to (A) Parent, Borrowers or anyof Parent’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming aLender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vii) No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

(viii) Certain Additional Payments. In connection with any assignment of rights and obligations of anyDefaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto setforth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amountsufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations orsubparticipations, or other compensating actions, including funding, with the consent of Borrowers and Administrative Agent, theapplicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicableassignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such DefaultingLender to Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund asappropriate) its full pro rata share of all Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the eventthat any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable lawwithout compliance with the provisions of this Section 9.4(b)(viii) , then the assignee of such interest shall be deemed to be aDefaulting Lender for all purposes of this Agreement until such compliance occurs.

(c) Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to Section 9.4(d) , from andafter the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to theextent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, bereleased from its obligations under this Agreement and, in the case of an Assignment and Assumption covering all of the assigningLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled tothe rights referred to in Sections 2.14 , 2.15 , 2.16 , and 9.3 with respect to facts and circumstances occurring prior to the effectivedate of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by aDefaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been aDefaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply withthis Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligationsin accordance with Section 9.4(e) .

(d) Maintenance of Register by Administrative Agent. Administrative Agent, acting solely for this purpose as anon-fiduciary agent of Borrowers, shall maintain at one of its

offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the namesand addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to theterms hereof from time to time (the “ Register”). With respect to any Lender, the transfer of the Commitments of such Lender andthe rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transferis recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans. Theentries in the Register shall be conclusive, and Borrowers, Administrative Agent, and the Lenders shall treat each Person whosename is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at anyreasonable time and from time to time, upon reasonable prior notice.

(e) Participations. Any Lender may at any time, without the consent of, or notice to, Borrowers or AdministrativeAgent, sell participations to any Person (other than a natural Person, Borrowers, or any of Borrowers’ Affiliates) (a “ Participant”)in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitments or theLoans); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remainsolely responsible to the other parties hereto for the performance of such obligations and (iii) Borrowers, Administrative Agent andthe other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligationsunder this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.3(c) withrespect to any payments made by such Lender to its Participants. Any agreement or instrument pursuant to which a Lender sells sucha participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that suchLender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first provisoto Section 9.2(b) that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits ofSections 2.14 , 2.15 and 2.16 , (subject to the requirements and limitations therein, including the requirements under Section 2.16(g)(it being understood that the documentation required under Section 2.16(g) shall be delivered to the participating Lender)) to thesame extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.4(b) ; provided that suchParticipant (1) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under Section 9.4(b) ; and (2) shall notbe entitled to receive any greater payment under Sections 2.14 and 2.16 , with respect to any participation, than its participatingLender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Changein Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, atBorrowers request and expense, to use reasonable efforts to cooperate with Borrowers to effectuate the provisions of Section 2.18with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 asthough it were a Lender; provided that such Participant agrees to be subject to Section 2.17(d) . Each Lender that sells a participationshall, acting solely for this purpose as an agent of Borrowers, maintain a register on which it enters the name and address of eachParticipant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under theLoan

Documents (the “ Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of theParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in anyCommitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure isnecessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the UnitedStates Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shalltreat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of thisAgreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity asAdministrative Agent) shall have no responsibility for maintaining a Participant Register.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of itsrights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to aFederal Reserve Bank (or other central bank under any central banking system established under the jurisdiction or organization ofsuch Lender (or its parent bank)); provided that no such pledge or assignment shall release such Lender from any of its obligationshereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

9.5 Survival.All covenants, agreements, certifications, representations and warranties made by Borrowers or any otherObligor herein or in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuantto this Agreement or the other Loan Documents shall be considered to have been relied upon by the other parties hereto and shallsurvive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans, regardless of anyinvestigation made by any such other party or on its behalf and notwithstanding that Administrative Agent or any Lender may havehad notice or knowledge of any Default or incorrect certification, representation or warranty at the time any credit is extendedhereunder, and shall continue in full force and effect until Full Satisfaction. The provisions of Sections 2.14 , 2.15 , 2.16 , 9.3 , 9.18 ,and 9.20 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,the repayment of all Loans, or the expiration or termination of the Commitments.

9.6 Counterparts;Integration;Effectiveness.This Agreement may be executed in counterparts (and by different partieshereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute asingle contract. This Agreement and the other Loan Documents constitute the entire contract between and among the parties relatingto the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subjectmatter hereof. Except as provided in Section 4.1 , this Agreement shall become effective when it shall have been executed byAdministrative Agent and when Administrative Agent shall have received counterparts hereof which, when taken together, bear thesignatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreementby facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of thisAgreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or any Loan Document shallbe deemed to include electronic signatures or the keeping

of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executedsignature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicablelaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signaturesand Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

9.7 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of aparticular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.8 RightofSet-off.If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates ishereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and alldeposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (inwhatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of any Borrower orany other Obligor against any and all of the obligations of any Borrower or any other Obligor now or hereafter existing under thisAgreement or any other Loan Document to such Lender or such Affiliate, irrespective of whether or not such Lender or Affiliateshall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrowers or suchObligor may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, officeor Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shallexercise any such right of set-off, (a) all amounts so set off shall be paid over immediately to Administrative Agent for furtherapplication in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such DefaultingLender from its other funds and deemed held in trust for the benefit of Administrative Agent, and the Lenders, and (b) the DefaultingLender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to suchDefaulting Lender as to which it exercised such right of set-off. The rights of each Lender and its Affiliates under this Section are inaddition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lenderagrees to notify Borrowers and Administrative Agent promptly after any such set-off and application and share such set-off pursuantto Section 2.17(d) ; provided that the failure to give such notice shall not affect the validity of such set-off and application.

9.9 GoverningLaw;Jurisdiction;Etc.

(a) Governing Law. This Agreement and the other Loan Documents (other than those containing a contrary expresschoice of law provision) shall be construed in accordance with, and this Agreement, such other Loan Documents, and all mattersarising out of or relating in any way whatsoever to this Agreement and such other Loan Documents (whether in contract, tort, orotherwise) shall be governed by, the law of the State of New York, other than those conflict of law provisions that would defer to thesubstantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) onSection 5-1401 of the General Obligation Law of the State of New York, as amended (as and to the extent applicable), and otherapplicable law.

(b) Submission to Jurisdiction. Each Obligor hereby irrevocably and unconditionally agrees that it shall notcommence any action, litigation, or proceeding of any kind or description, whether in law or equity, whether in contract or in tort orotherwise, against Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement orany other Loan Document or the transactions relating hereto or thereto, in any forum other than the Supreme Court of the State ofNew York sitting in New York County and of the United States District Court of the Southern District of New York, and anyappellate court from any thereof, and each of the parties hereto and each other Obligor hereby irrevocably and unconditionallysubmits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation, or proceeding may beheard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Eachof the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other LoanDocument shall affect any right that Administrative Agent or any Lender may otherwise have to bring any action or proceedingrelating to any Loan Document against any Obligor or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each party hereto and each other Obligor hereby irrevocably and unconditionally waives, tothe fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit,action or proceeding arising out of or relating to any Loan Document in any court referred to in Section 9.9(b) . Each of the partieshereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to themaintenance of such action or proceeding in any such court.

(d) Jurisdiction; Consent to Service of Process. Each Borrower hereby irrevocably and unconditionally appointsCorporation Service Company, with an office on the date hereof at 1180 Avenue of the Americas, Suite 210, New York, NY 10036-8401 and its successors hereunder (the “ ProcessAgent”), as its agent to receive on behalf of such Borrower and its respectiveproperty all writs, claims, process and summonses in any action or proceeding brought against it in the State of New York. Suchservice may be made by mailing or delivering a copy of such process to the respective Borrower in care of the Process Agent at theaddress specified above for the Process Agent, and each Borrower irrevocably authorizes and directs the Process Agent to acceptsuch service on its behalf. Failure by the Process Agent to give notice to either or both Borrowers or failure of either or bothBorrowers to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent orany Borrower, or of any judgment based thereon. Each Borrower covenants and agrees that it shall take any and all reasonableaction, including the execution and filing of any and all documents, that may be necessary to continue the delegation of the ProcessAgent above in full force and effect and to cause the Process Agent to act as such. Nothing herein shall in any way be deemed tolimit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

9.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO AND EACH OTHER OBLIGOR HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVETO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATINGTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ORTHEREBY (WHETHER BASED ON CONTRACT, TORT OR

ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEYOF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGESTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THEOTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.

9.11 TreatmentofCertainInformation;Confidentiality.

(a) Treatment of Certain Information. Each Obligor acknowledges that from time to time financial advisory,investment banking and other services may be offered or provided to Parent or one or more of the Subsidiaries (in connection withthis Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Obligor herebyauthorizes each Lender to share any information delivered to such Lender by any Obligor or its Subsidiaries pursuant to thisAgreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate, itbeing understood that any such Subsidiary or Affiliate receiving such information shall be bound by the provisions ofSection 9.11(b) as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration ortermination of the Commitments or the termination of this Agreement or any provision hereof.

(b) Confidentiality. Each of Administrative Agent and the Lenders agree to maintain the confidentiality of theInformation (as defined below), except that Information may be disclosed (i) to its Affiliates and to its Related Parties (it beingunderstood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information andinstructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting tohave jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association ofInsurance Commissioners); (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process(in which case Administrative Agent or such Lender, as applicable, shall promptly notify Borrowers in advance to the extentlawfully permitted to do so and practicable); (iv) to any other party hereto; (v) in connection with the exercise of any remedieshereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document orthe enforcement of rights hereunder or thereunder; (vi) subject to an agreement containing provisions substantially the same as thoseof this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights andobligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or othertransaction under which payments are to be made by reference to a Borrower and its obligations, this Agreement or paymentshereunder; (vii) on a confidential basis to (A) any nationally-recognized rating agency in connection with rating Obligors or theirSubsidiaries or the credit facilities under this Agreement or (B) the CUSIP Service Bureau or any similar agency in connection withthe issuance and monitoring of CUSIP numbers with respect to this Agreements; (viii) with the express written consent of Parent orBorrowers; or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or(B) becomes available to Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from asource other than the Obligors. In addition, Administrative Agent and the Lenders may disclose the existence of this

Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry andservice providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other LoanDocuments, and the Commitments. For purposes of this Section, “ Information” means all information received from the Obligorsor any of their Subsidiaries or representatives relating to the Obligors or any of their Subsidiaries or any of their respectivebusinesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis priorto disclosure by the Obligors or any of their Subsidiaries or representatives; provided that, in the case of information received fromthe Obligors or any of their Subsidiaries or representatives after the date hereof, such information is identified in writing at the timeof delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall beconsidered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain theconfidentiality of such Information as such Person would accord to its own confidential information.

9.12 InterestRateLimitation.Notwithstanding anything herein to the contrary, if at any time the interest rate applicableto any Loan, together with all fees, charges or other amounts that are treated as interest on such Loan under applicable law(collectively the “ Charges”), shall exceed the maximum lawful rate (the “ MaximumRate”) that may be contracted for, charged,taken, received, or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable inrespect to such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, tothe extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result ofthe operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans orperiods shall be increased (but not above the Maximum Rate therefore) until such cumulated amount, shall have been received bysuch Lender. If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excessinterest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrowers.

9.13 USAPatriotAct.Each of Administrative Agent and each Lender subject to the USA Patriot Act hereby notifies eachObligor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify, and record information thatidentifies each Obligor and other information that will allow Administrative Agent and such Lender to identify each Obligor inaccordance with the USA Patriot Act. Each Obligor hereby agrees to provide such information promptly upon the request ofAdministrative Agent or any Lender. Each Lender subject to the USA Patriot Act acknowledges and agrees that neither such Lender,nor any of its Affiliates, participants or assignees, may rely on Administrative Agent to carry out such Lender’s, Affiliate’s,participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USAPatriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced,the “ CIPRegulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating toor in connection with any Obligor, its Affiliates or its agents, this Agreement, the Loan Documents or the transactions hereunder orcontemplated hereby: (a) any identity verification procedures, (b) any record-keeping, (c) comparisons with government lists, (d)customer notices, or (e) other procedures required under the CIP Regulations or such other law.

9.14 AdministrativeBorrower. Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (“ AdministrativeBorrower”) and Parent

hereby accepts such appointment, which appointment shall remain in full force and effect unless and until Administrative Agentshall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Personhas been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrowerto take on its behalf all actions required of such Borrower under the Loan Documents, and to exercise all powers and to perform allduties of such Borrower thereunder, including to submit and receive all certificates, notices, elections, and communications. For theavoidance of doubt and notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Borroweragrees that any notice, demand, certificate, delivery or other communication delivered by Administrative Agent or any Lender toParent shall be deemed delivered to Borrowers at the time of such delivery.

9.15 JointandSeveralObligations.

(a) All Obligations shall constitute joint and several obligations of Borrowers. Each Borrower expressly representsand acknowledges that it is part of a common enterprise with the other Borrowers and that any financial accommodations byAdministrative Agent, the Lenders, or any of them, to any other Borrower hereunder and under the other Loan Documents are andwill be of direct and indirect interest, benefit and advantage to all Borrowers. Each Borrower acknowledges that any notice ofBorrowing or any other notice given by Parent or any Borrower to Administrative Agent or the Lenders, shall bind all Borrowers,and that any notice given by Administrative Agent or the Lenders to any Borrower shall be effective with respect to all Borrowers.Each Borrower acknowledges and agrees that each Borrower shall be liable, on a joint and several basis, for all of the Loans andother Obligations, regardless of which such Person actually may have received the proceeds of any of the Loans or other extensionsof credit or the amount of such Loans or other extensions of credit received or the manner in which Administrative Agent or theLenders accounts among Borrowers for such Loans or other Obligations on its books and records, and further acknowledges andagrees that Loans and other extensions of credit to any Borrower inure to the mutual benefit of all of Borrowers and thatAdministrative Agent, and the Lenders are relying on the joint and several liability of Borrowers in extending the Loans and otherfinancial accommodations under the Loan Documents.

(b) Each Borrower shall be entitled to subrogation and contribution rights from and against the other Borrower tothe extent such Person is required to pay to Administrative Agent or any Lender any amount in excess of the Loans advanceddirectly to, or other Obligations incurred directly by, such Person or as otherwise available under applicable law; provided ,however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of Section 9.15(c) and 9.15(d) .

(c) It is the intent of each Borrower, Administrative Agent, the Lenders, and any other Person holding any of theObligations that the maximum obligations of each Borrower hereunder (such Person’s “ MaximumBorrowerLiability”) in any caseor proceeding referred to below (but only in such a case or proceeding) shall not be in excess of:

(i) in a case or proceeding commenced by or against such Person under the Bankruptcy Code on or withinone year from the date on which any of the Obligations of such Person are incurred, the maximum amount that would not otherwisecause the Obligations of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders,

and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under (A) Section 548 ofthe Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceedingby virtue of Section 544 of the Bankruptcy Code; or

(ii) in a case or proceeding commenced by or against such Person under the Bankruptcy Code subsequent toone year from the date on which any of the Obligations of such Person are incurred, the maximum amount that would not otherwisecause the Obligations of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, andany other Person holding any of the Obligations) to be avoidable or unenforceable against such Person under any state fraudulenttransfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the BankruptcyCode; or

(iii) in a case or proceeding commenced by or against such Person under any law, statute or regulation otherthan the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt,compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting therights of creditors generally (collectively, “ OtherDebtorReliefLaw”), the maximum amount that would not otherwise cause theObligations of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any otherPerson holding any of the Obligations) to be avoidable or unenforceable against such Person under such Other Debtor Relief Law,including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case orproceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the Obligations of anyBorrower hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any other Person holdingany of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “ AvoidanceProvisions”); or

(iv) in relation to the joint and several liability of the Lux Borrower for any Obligations of any Obligorhereunder, the maximum amount equivalent to 85% of the Lux Borrower’s own funds ( capitauxpropres, as referred to in annex Ito the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of balance sheet and profitand loss account, and enforcing the Luxembourg law of 19 December 2002 on the commercial register and annual accounts) asreflected in the last annual accounts duly approved and available on the date of payment under this Agreement.

Notwithstanding the foregoing, no provision of this Section 9.15(c) shall limit the liability of any Borrower for loans advanceddirectly or indirectly to it under this Agreement.

(d) To the extent set forth in Section 9.15(c) , but only to the extent that the Obligations of any Borrower hereunderwould otherwise be subject to avoidance under any Avoidance Provisions if such Person is not deemed to have received valuableconsideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers orobligations of any Borrower hereunder would render such Person insolvent, or leave such Person with an unreasonably small capitalor unreasonably small assets to conduct its business, or cause such Person to have incurred debts (or to have intended to haveincurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Personare deemed to have been incurred and transfers made under such Avoidance Provisions, then

the obligations of such Person hereunder shall be reduced to that amount which, after giving effect thereto, would not cause theObligations of such Person hereunder (or any other Obligations of such Person to Administrative Agent, the Lenders, and any otherPerson holding any of the Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. ThisSection 9.15(d) is intended solely to preserve the rights hereunder of Administrative Agent, the Lenders, and any other Personholding any of the Obligations to the maximum extent that would not cause the obligations of Borrowers hereunder to be subject toavoidance under any Avoidance Provisions, and none of Borrowers nor any other Person shall have any right, defense, offset, orclaim under this Section 9.15(d) as against Administrative Agent, the Lenders, and any other Person holding any of the Obligationsthat would not otherwise be available to such Person under the Avoidance Provisions.

(e) Each Borrower agrees that the Obligations may at any time and from time to time exceed the MaximumBorrower Liability of such Person, and may exceed the aggregate Maximum Borrower Liability of all of Borrowers hereunder,without impairing this Agreement or any provision contained herein or affecting the rights and remedies of Administrative Agentand the Lenders hereunder.

(f) In the event any Borrower (a “ Funding Borrower ”) shall make any payment or payments under thisAgreement or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder,each other Borrower (each, a “ Contributing Borrower ”) shall contribute to such Funding Borrower an amount equal to suchpayment or payments made, or losses suffered, by such Funding Borrower determined as of the date on which such payment or losswas made multipliedbythe ratio of (i) the Maximum Borrower Liability of such Contributing Borrower (without giving effect toany right to receive any contribution or other obligation to make any contribution hereunder), to (ii) the aggregate MaximumBorrower Liability of all Borrowers (including the Funding Borrowers) hereunder (without giving effect to any right to receive, orobligation to make, any contribution hereunder). Nothing in this Section 9.15(f) shall affect the joint and several liability of anyBorrower to Administrative Agent or the Lenders for the entire amount of its Obligations. Each Borrower covenants and agrees thatits right to receive any contribution hereunder from a Contributing Borrower shall be subordinate and junior in right of payment toall obligations of Borrowers to Administrative Agent and the Lenders hereunder.

(g) No Borrower will exercise any rights which it may acquire by way of subrogation hereunder or under any otherLoan Document or at law by any payment made hereunder or otherwise, nor shall any Borrower seek or be entitled to seek anycontribution or reimbursement from any other Borrower in respect of payments made by such Person hereunder or under any otherLoan Document, until all amounts owing to Administrative Agent and the Lenders on account of the Obligations are paid in full incash. If any amounts shall be paid to any Borrower on account of such subrogation or contribution rights at any time when all of theObligations shall not have been paid in full, such amount shall be held by such Person in trust for or, to the extent that this is notpermissible under applicable law, on behalf of the Administrative Agent and the Lenders, segregated from other funds of suchPerson, and shall, forthwith upon receipt by such Person, be turned over to Administrative Agent in the exact form received by suchPerson (duly endorsed by such Person to Administrative Agent, if required), to be applied against the Obligations, whether maturedor unmatured, as provided for herein.

9.16 PressReleaseandRelatedMatters. No Obligor shall, and no Obligor shall permit any of its Affiliates to, issue anypress release or other public disclosure using the name or logo or otherwise referring to Administrative Agent, any other Lender orany of their respective Affiliates, the Loan Documents or any transaction contemplated therein to which Administrative Agent isparty without the prior consent of Administrative Agent or such Lender, as applicable, except to the extent required to do so underapplicable law and then, in any event, such Obligor or such Affiliate will advise Administrative Agent or such Lender as soon asreasonably practicable with respect to such press release or other public disclosure.

9.17 No Duty. All attorneys, accountants, appraisers, and other professional Persons and consultants retained byAdministrative Agent or any Lender shall have the right to act exclusively in the interest of Administrative Agent and the Lendersand shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever toParent, any Borrower, any holders of Equity Interests of any Obligor or any other Person.

9.18 No Fiduciary Relationship.The relationship between Borrowers and the other Obligors on the one hand andAdministrative Agent and each Lender on the other is solely that of debtor and creditor, and neither Administrative Agent nor anyLender has any fiduciary or other special relationship with Borrowers or any other Obligors, and no term or condition of any of theLoan Documents shall be construed so as to deem the relationship between Borrowers and the other Obligors on the one hand andAdministrative Agent and each Lender on the other to be other than that of debtor and creditor.

9.19 Construction;IndependenceofCovenants.

(a) Each Borrower, each other Obligor (by its execution of the Loan Documents to which it is a party),Administrative Agent and each Lender acknowledges that each of them has had the benefit of legal counsel of its own choice andhas been afforded an opportunity to review the Loan Documents with its legal counsel and that the Loan Documents shall beconstrued as if jointly drafted by the parties thereto.

(b) Independence of Covenants. All covenants and other agreements contained in this Agreement or any other LoanDocument shall be given independent effect so that, if a particular action or condition is not permitted by any of such covenants orother agreements, the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitationsof, another covenant or other agreement shall not avoid the occurrence of a Default if such action is taken or such condition exists.

9.20 PaymentsSetAside.To the extent that any payment by or on behalf of any Obligor under any Loan Document ismade to Administrative Agent or any Lender, or Administrative Agent or any Lender exercises its right of set-off as to any Obligor,and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent orpreferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Lender in itsdiscretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws orotherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revivedand continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lenderseverally agrees to pay to Administrative Agent upon demand its Pro

Rata Share of any amount so recovered from or repaid by Administrative Agent, plusinterest thereon from the date of such demandto the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

9.21 BenefitsofAgreement.The Loan Documents are entered into for the sole protection and benefit of the parties heretoand their permitted successors and assigns, and no other Person (other than any Related Parties of Administrative Agent, theLenders, and any Participants to the extent expressly provided for in Section 9.4(e) ) shall be a direct or indirect beneficiary of, orshall have any direct or indirect cause of action or claim in connection with, any Loan Document.

9.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to thecontrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party heretoacknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability isunsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to,and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any suchliabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in suchEEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that suchshares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under thisAgreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down andconversion powers of any EEA Resolution Authority.

9.23 JudgmentCurrency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum duehereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at whichin accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currencyon the Business Day preceding that on which final judgment is given. The obligation of the Obligors in respect of any such sum duefrom it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding anyjudgment in a currency (the “ Judgment Currency”) other than that in which such sum is denominated in accordance with theapplicable provisions of this Agreement (the “ AgreementCurrency”), be discharged only to the extent that on the Business Dayfollowing receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, theAdministrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency withthe Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to theAdministrative Agent or any Lender in the Agreement Currency, then the Obligors agree, as a separate obligation andnotwithstanding any such judgment, to indemnify the Administrative

Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currencyso purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, then theAdministrative Agent or such Lender agrees to return the amount of any excess to the Borrowers (or to any other Person who may beentitled thereto under applicable law).

[remainder of this page intentionally left blank]

INWITNESSWHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by itsofficer or officers thereunto duly authorized as of the date first above written.

PARENT: WESTROCKCOMPANY, a Delaware corporation

By: /s/ John Stakel Name: John D. Stakel Title: SVP and Treasurer

BORROWERS: MWVLUXEMBOURGS.ÀR.L., a limited liability companyincorporated under the laws of Luxembourg

By: /s/ Lawrence Estrop Name: Lawrence Estrop Title: Manager

By: /s/ Cornelia Mettlen Name: Cornelia Mettlen Title: Category B Manager

WESTROCKPACKAGINGSYSTEMSUKLTD., a limitedcompany incorporated under the laws of England and Wales

By: /s/ Kevin Maxwell Name: Kevin Maxwell Title: Director

ADMINISTRATIVEAGENTANDLENDER:COÖPERATIEVERABOBANKU.A.,NEWYORKBRANCH,as Administrative Agent and a Lender

By: /s/ Michael T. Harder Name: Michael T. Harder Title: Executive Director

By: /s/ Christopher Hartofilis Name: Christopher Hartofilis Title: Executive Director

Commitment: $183,000,000

SUMITOMOMITSUIBANKINGCORPORATION, as a Lender

By: /s/ James D. Weinstein Name: James D. Weinstein Title: Managing Director


TDBANK,N.A., as a Lender

By: /s/ Michele Draganetti Name: Michele Draganetti Title: SVP


HSBCBANKUSA,NATIONALASSOCIATION, as a Lender

By: /s/ Paul Hatton Name: Paul Hatton Title: Managing Director


Exhibit10.2

AMENDMENT NO. 2

AMENDMENTNO.2, dated as of June 30, 2017 (this “ Amendment”), among WESTROCKCOMPANY, a Delawarecorporation (the “ Company”), WESTROCKCOMPANYOFCANADAHOLDINGSCORP./COMPAGNIEDEHOLDINGSWESTROCKDUCANADACORP., a Nova Scotia unlimited company (the “ CanadianBorrower” and, together with the Company, the“ Borrowers”), the other Credit Parties, the Lenders party hereto and WELLSFARGOBANK,NATIONALASSOCIATION, asadministrative agent for the Lenders (in such capacity, the “ AdministrativeAgent”) and as multicurrency agent for the Lenders (in suchcapacity, the “ MulticurrencyAgent,” together with the Administrative Agent, the “ Agent”), to the Credit Agreement dated as of July 1,2015, by and among the Borrowers, the Subsidiary Borrowers from time to time party thereto, the Guarantors from time to time party thereto,the Administrative Agent, the Multicurrency Agent and the Lenders and Issuing Lenders referred to therein (as amended by Amendment No.1, dated as of July 1, 2016, by and among the Borrowers, the Agent and the Lenders party thereto, and as further amended, restated, amendedand restated or otherwise modified from time to time, the “ CreditAgreement”). Capitalized terms used and not otherwise defined hereinshall have the meanings assigned to them in the Credit Agreement.

WHEREAS, pursuant to Section 2.27 of the Credit Agreement, the Company has requested (x) a one year extension of theRevolving Maturity Date solely with respect to all or a portion of (i) the Extended Multicurrency Revolving Commitments and (ii) theExtended U.S. Revolving Commitments and (y) a two year extension of the Revolving Maturity Date solely with respect to all or a portion of(i) the Non-Extended Multicurrency Revolving Commitments and (ii) the Non-Extended U.S. Revolving Commitments (the “ RequestedExtension”);

WHEREAS, by providing an executed counterpart to this Amendment in the form of Exhibit B hereto and indicating suchconsent thereon, certain Extended Multicurrency Revolving Lenders, Extended U.S. Revolving Lenders, Non-Extended MulticurrencyRevolving Lenders and Non-Extended U.S. Revolving Lenders (each, an “ ExtendedLender” and collectively, the “ ExtendedLenders”)have consented to the Requested Extension in accordance with Section 2.27 of the Credit Agreement (as amended hereby); and

WHEREAS, pursuant to Section 9.1 of the Credit Agreement, the Credit Parties, the Required Lenders and the Agent desireto amend the Credit Agreement as set forth herein to effect the Requested Extension and to effect certain other amendments.

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

Section1. Amendment.Effective as of the Effective Date (as defined below):

(a) Section 2.27(a) of the Credit Agreement is hereby amended by deleting the stricken text (indicatedtextually in the same manner as the following

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example: stricken text ) and adding the double-underlined text (indicated textually in the same manner as the followingexample: double-underlined text ) as set forth below:

(a) At least 30 days but not more than 60 days prior to the first and/or second anniversary of the Closing Date, theParent Borrower, by written notice to the Administrative Agent, may request an extension of any Revolving Maturity Date and/orthe Term Loan Maturity Date in effect at such time by one year from its then scheduled expiration (or, in the case of the RevolvingMaturity Date applicable to the Non-Extended Multicurrency Revolving Facility and the Non-Extended U.S. Revolving Facility, twoyears from its then scheduled expiration) , with any Term Loan extension providing for the repayment of 2.50% of the aggregateprincipal amount of such extended Term Loans per quarter during each year following the Term Loan Maturity Date during whichsuch extended Term Loans remain outstanding. The Administrative Agent shall promptly notify each applicable Lender of suchrequest, and each such Lender shall in turn, in its sole discretion, not later than 20 2 days prior to such anniversary date, notify theParent Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lendershall fail to notify the Administrative Agent and the Parent Borrower in writing of its consent to any such request for extension ofthe applicable Revolving Maturity Date and/or the Term Loan Maturity Date at least 20 2 days prior to such anniversary date, suchLender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify theParent Borrower not later than 1 15 day prior to the applicable anniversary date of the decision of the Lenders regarding the ParentBorrower’s request for an extension of the applicable Revolving Maturity Date and/or the Term Loan Maturity Date, as the case maybe.”

(b) Section 2.27(b) of the Credit Agreement is hereby amended hereby amended by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth below:

(b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.27 ,then the Revolving Maturity Date and/or Term Loan Maturity Date, as applicable, in effect at such time shall, effective as at the thenapplicable anniversary date (the “ Extension Date ”), be extended for one year (or, with respect to the Revolving Maturity Dateapplicable to the Non-Extended Multicurrency Revolving Facility and the Non-Extended U.S. Revolving Facility for which a twoyear extension was requested, two years) ; provided that on each Extension Date the applicable conditions set forth in Section 4.2shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of thisSection 2.27 , then the Revolving Maturity Date and/or Term Loan Maturity Date, as applicable, in effect at such time shall,effective as at the then applicable Extension Date and subject to subsection (d) of this Section 2.27 , be extended as to those Lendersthat so consented (each a “ Consenting Lender ”) but shall not be extended as to any other Lender (each a “ Non-Consenting Lender”). To the extent that the applicable Revolving Maturity Date and/or the Term Loan Maturity Date is not extended as to any Lenderpursuant to

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this Section 2.27 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.27 on orprior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole onsuch unextended Revolving Maturity Date and/or the Term Loan Maturity Date, as applicable, without any further notice or otheraction by the Parent Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections2.19 , 2.21 and 9.5 , shall survive the Revolving Maturity Date and/or the Term Loan Maturity Date, as applicable, for such Lenderas to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree toany request made by the Parent Borrower for any requested extension of the applicable Revolving Maturity Date and/or the TermLoan Maturity Date.

(c) Section 2.27(d) of the Credit Agreement is hereby amended hereby amended by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth below:

(a) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.27 )Lenders having Commitments or Term Loans equal to at least 50% of Commitments or Term Loans of the applicable tranche subjectto an extension request under this Section 2.27 (in each case, in effect immediately prior to the applicable Extension Date) consent inwriting to a requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later thanone Business Day prior to such Extension Date, then the Administrative Agent shall so notify the Parent Borrower, and, subject tothe satisfaction of the applicable conditions in Section 4.2 , the Revolving Maturity Date or Term Loan Maturity Date, as applicable,then in effect for such tranche of Commitments or Term Loans shall be extended for the additional one-year period (or, with respectto the Revolving Maturity Date applicable to the Non-Extended Multicurrency Revolving Facility and the Non-Extended U.S.Revolving Facility for which a two year extension was requested, the additional two-year period) ; as described in subsection (b) ofthis Section 2.27 , and all references in this Agreement, and in the Notes, if any, to the “Revolving Maturity Date” and/or “TermLoan Maturity Date,” as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such ExtensionDate, refer to the applicable Revolving Maturity Date and/or Term Loan Maturity Date as so extended. Promptly following eachExtension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of theextension of the scheduled Revolving Maturity Date and/or Term Loan Maturity Date, as applicable, in effect immediately priorthereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and eachsuch Assuming Lender.

Section2. RepresentationsandWarranties.The Credit Parties represent and warrant to the Lenders and the Agent asof the date hereof and the Effective Date (as defined below) that:

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(a) At the time of and immediately after giving effect to this Amendment, the representations and warranties setforth in the Credit Documents are true and correct in all material respects (except to the extent that any such representation orwarranty is qualified by materiality, in which case such representation and warranty shall be true and correct) with the same effect asif made on the 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 hasoccurred and is continuing.

Section3. ConditionstoEffectiveness.This Amendment shall become effective on the date (the “ EffectiveDate”) onwhich:

(a) the Agent (or its counsel) shall have received from the Credit Parties, the Extended Lenders and the RequiredLenders, a counterpart of this Amendment signed on behalf of each such party (which, in the case of the Lenders, may be in the formof either Exhibit A or Exhibit B hereto);

(b) the Agent (or its counsel) shall have received the following (or their equivalent), each (other than with respectto clause (iv)) certified by the secretary or assistant secretary of the Company as of the Effective Date to be true and correct and inforce and effect pursuant to a certificate in a form reasonably satisfactory to the Administrative Agent: (i) copies of the articles ofincorporation or charter documents of the Company, certified by the secretary or assistant secretary of the Company as of theEffective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to theAdministrative Agent, and that the articles or charter documents are in full force and effect; (ii) copies of resolutions of the board ofdirectors of the Company approving and adopting this Amendment (including the transactions contemplated herein) and authorizingexecution and delivery hereof; (iii) copies of the bylaws, operating agreement or partnership agreement of the Company, and thatsuch by-laws, operating agreements or partnership agreements are in full force and effect; and (iv) copies, where applicable, of acertificate of good standing of the Company in its state of organization, certified as of a recent date by the appropriate GovernmentalAuthorities of the applicable state of organization;

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

(d) the Agent shall have received a legal opinion of Cravath, Swaine & Moore LLP, special New York counsel tothe Company, in form and substance reasonably acceptable to the Agent;

(e) the Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a ResponsibleOfficer certifying that immediately after giving

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effect to this Amendment, the Credit Parties taken as a whole are solvent as of the Effective Date; and

(f) the Company shall have paid (i) all fees required to be paid on the Effective Date pursuant to the EngagementLetter, dated as of June 6, 2017, between the Company and Wells Fargo Securities, LLC and (ii) all fees and expenses due andpayable pursuant to Section 4 hereof.

Notwithstanding the foregoing, at any time prior to the Effective Date, the Company shall have the right to withdraw theRequested Extension by delivering written notice thereof to the Administrative Agent, at which time (i) the Requested Extension shallautomatically be withdrawn and (ii) this Amendment shall automatically cease to be effective.

Section4. FeesandExpenses.The Borrowers agree to (a) reimburse the Administrative Agent and the MulticurrencyAgent, in each case, for the reasonable and documented out-of-pocket expenses incurred by them in connection with this Amendment,including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the AdministrativeAgent and (b) on the Effective Date, pay the Administrative Agent, (i) for the ratable account of the Extended Lenders consenting to theRequested Extension with respect to their Extended Multicurrency Revolving Commitments, an extension fee equal to 0.03% of each suchExtended Lender’s Extended Multicurrency Revolving Commitments, (ii) for the ratable account of the Extended Lenders consenting to theRequested Extension with respect to their Extended U.S. Revolving Commitments, an extension fee equal to 0.03% of each such ExtendedLender’s Extended U.S. Revolving Commitments, (iii) for the ratable account of the Extended Lenders consenting to the RequestedExtension with respect to their Non-Extended Multicurrency Revolving Commitments, an extension fee equal to 0.06% of each suchExtended Lender’s Non-Extended Multicurrency Revolving Commitments and (iv) for the ratable account of the Extended Lendersconsenting to the Requested Extension with respect to their Non-Extended U.S. Revolving Commitments, an extension fee equal to 0.06% ofeach such Extended Lender’s Non-Extended U.S. Revolving Commitments.

Section5. Counterparts.This Amendment may be executed in any number of counterparts and by different partieshereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when takentogether shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimiletransmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section6. ApplicableLaw.THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESUNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK.

Section7. Headings.The headings of this Amendment are for purposes of reference only and shall not limit or otherwiseaffect the meaning hereof.

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Section8. EffectofAmendment.On and after the effectiveness of this Amendment, each reference in the CreditAgreement 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 likeimport 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 andshall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of theLenders or the Agents under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect anyof the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the CreditAgreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Theparties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Credit Documents executed ordelivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or anyother Credit Document, but rather constitute a modification thereof pursuant to the terms contained herein. This Amendment constitutes aCredit Document.

Section9. AcknowledgementandConsent. (a) Each Guarantor hereby acknowledges that it has reviewed the terms andprovisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuantto this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound willcontinue 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 theapplicable Credit Document).

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

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

[Signature Pages Follow]

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

BORROWERS: WESTROCK COMPANY

By: /s/ John D. Stakel Name: John D. Stakel Title: Senior Vice President and Treasurer

WESTROCK COMPANY OF CANADA HOLDINGS CORP./COMPAGNIE DEHOLDINGS WESTROCK DU CANADA CORP.


GUARANTORS: WESTROCK RKT COMPANY


WESTROCK MWV, LLC


[Signature Page to WestRock Amendment No. 2]

AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent

By: /s/ Kay Reedy Name: Kay Reedy Title: Managing Director


ExhibitA

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and delivered by a dulyauthorized officer as of the date first written above.

_____________________________________, as a Lender

By: ________________________________

Name:

Title:

If a second signature is necessary:

By: ________________________________

Name:

Title:


ExhibitB

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and delivered by a dulyauthorized officer as of the date first written above.

ExtendedMulticurrencyRevolvingCommitments:

• The undersigned hereby consents to the Amendment and hereby irrevocably and unconditionally agrees to theRequested Extension with respect to its Extended Multicurrency Revolving Commitments.

ExtendedU.S.RevolvingCommitments:

• The undersigned hereby consents to the Amendment and hereby irrevocably and unconditionally agrees to theRequested Extension with respect to its Extended U.S. Revolving Commitments.

•Non-ExtendedMulticurrencyRevolvingCommitments:

• The undersigned hereby consents to the Amendment and hereby irrevocably and unconditionally agrees to theRequested Extension with respect to its Non-Extended Multicurrency Revolving Commitments.

Non-ExtendedU.S.RevolvingCommitments:

• The undersigned hereby consents to the Amendment and hereby irrevocably and unconditionally agrees to theRequested Extension with respect to its Non-Extended U.S. Revolving Commitments.

_____________________________________, as a Lender

By: ________________________________

Name:

Title:

If a second signature is necessary:

By: ________________________________


ExhibitB

Name:

Title:


Exhibit31.1

CERTIFICATIONACCOMPANYINGPERIODICREPORTPURSUANTTOSECTION302

OFTHESARBANES-OXLEYACTOF2002

I, Steven C. Voorhees, Chief Executive Officer and President, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of WestRock Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.

Date: August 9, 2017 /s/ Steven C. Voorhees Steven C. Voorhees Chief Executive Officer and President

A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature thatappears in typed form within the electronic version of this written statement required by Section 302, has been provided to WestRock Company and will beretained by WestRock Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit31.2

CERTIFICATIONACCOMPANYINGPERIODICREPORTPURSUANTTOSECTION302

OFTHESARBANES-OXLEYACTOF2002

I, Ward H. Dickson, Executive Vice President and Chief Financial Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of WestRock Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting.

Date: August 9, 2017 /s/ Ward H. Dickson Ward H. Dickson Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature thatappears in typed form within the electronic version of this written statement required by Section 302, has been provided to WestRock Company and will beretained by WestRock Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit32.1

CERTIFICATIONPURSUANTTO18U.S.C.SECTION1350,ASADOPTEDPURSUANTTOSECTION906OFTHE

SARBANES-OXLEYACTOF2002

In connection with the Quarterly Report on Form 10-Q of WestRock Company (the “ Corporation”), for the quarter ended June 30, 2017 , as filed withthe Securities and Exchange Commission on the date hereof (the “ Report”), the undersigned, Steven C. Voorhees, Chief Executive Officer and President of theCorporation, and Ward H. Dickson, Executive Vice President and Chief Financial Officer of the Corporation, each certify, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCorporation.

/s/ Steven C. VoorheesSteven C. VoorheesChief Executive Officer and PresidentAugust 9, 2017

/s/ Ward H. Dickson Ward H. Dickson Executive Vice President and Chief Financial OfficerAugust 9, 2017