Exhibit 10.1

Execution Version

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4, dated as of January 15, 2025 (this “Amendment”), among Westrock Beverage Solutions, LLC, a Delaware limited liability company (the “Borrower”), Westrock Coffee Company, a Delaware corporation (“Holdings”), the other Guarantors party hereto, the Incremental Revolving Facility Lender, the Lenders and Issuing Banks party hereto and Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), to the Credit Agreement dated as of August 29, 2022 (as amended by that certain Incremental Assumption Agreement and Amendment No. 1, dated as of February 14, 2023, Amendment No. 2, dated as of June 30, 2023 and Amendment No. 3, dated as of February 15, 2024 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, Holdings, Wells Fargo Bank, N.A., as Administrative Agent, as Collateral Agent and as Swingline Lender, Wells Fargo Securities, LLC, as Sustainability Structuring Agent, the Issuing Banks party thereto from time to time and the Lenders party thereto from time to time. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement.

WHEREAS, pursuant to Section 9.08 of the Existing Credit Agreement and pursuant to Section 5.9 of the Collateral Agreement, the Borrower, Holdings, the other Guarantors party hereto, each of the undersigned Lenders, the Administrative Agent and the Collateral Agent desire to amend the Existing Credit Agreement and the Collateral Agreement as set forth herein (such amendments, collectively, the “Required Lender Amendments”);

WHEREAS, substantially concurrently with but immediately after the effectiveness of the Required Lender Amendments, pursuant to Section 2.21 of the Amended Credit Agreement, the Borrower may request Incremental Revolving Facility Commitments and hereby notifies the Administrative Agent that the Borrower is requesting such Incremental Revolving Facility Commitments in the amount of $25,000,000 and to be effective on the Amendment No. 4 Effective Date (as defined below);

WHEREAS, the Incremental Revolving Facility Lender party hereto has agreed, subject to the terms and conditions set forth herein and in the Amended Credit Agreement, to provide the Incremental Revolving Facility Commitments on the Amendment No. 4 Effective Date (as defined below) to the Borrower in an aggregate principal amount of $25,000,000;

WHEREAS, the Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders constituting the Required Lenders under the Existing Credit Agreement on the Amendment No. 4 Effective Date (as defined below) are willing to agree to amend the Existing Credit Agreement as more fully set forth herein, subject to the terms and conditions specified herein;

WHEREAS, the Borrower, Holdings, the other Guarantors party hereto and the Collateral Agent are willing to agree to amend the Collateral Agreement as more fully set forth herein and the Lenders constituting the Required Lenders under the Existing Credit Agreement on the Amendment No. 4 Effective Date (as defined below) are willing to consent to such amendments, subject to the terms and conditions specified herein; and

WHEREAS, Wells Fargo Securities, LLC (the “Amendment No. 4 Arranger”) is acting as sole lead arranger in connection with this Amendment;

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

Section 1.            Amendments. Effective as of the Amendment No. 4 Effective Date (as defined below):

(a)            the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto;

(b)            Section 3.1(d) of the Collateral Agreement is hereby amended and restated in its entirety as follows:

Notwithstanding anything to the contrary in this Agreement and except with respect to any Material Commodity Account, Material Deposit Account or Material Securities Account, in no event shall (A) control agreements or control, lockbox or similar agreements or arrangements be required with respect to deposit, securities or commodity accounts unless an Event of Default has occurred and is continuing; provided, that to the extent an Event of Default has occurred and is continuing, and the Administrative Agent has requested the control agreements or control, lockbox or similar agreements or arrangements, as applicable, the Borrower shall promptly deliver such agreements and/or arrangements, as applicable, (B) landlord, mortgagee and bailee waivers or subordination agreements (other than any subordination agreement expressly contemplated by Section 6.01(a), (e), or (m) of the Credit Agreement) be required unless an Event of Default has occurred and is continuing, (C) except under clauses (A) and (B), notices be required to be sent to account debtors or other contractual third parties unless an Event of Default has occurred and is continuing, (D) except in the case of any assets of or Equity Interests in any Foreign Subsidiary that is a Loan Party, foreign-law governed security documents or perfection under foreign law be required, (E) estoppels or collateral access letters or similar arrangements be required or (F) except in the case of any Foreign Subsidiary that is a Loan Party, actions other than (x) the filing of a financing statement under the Uniform Commercial Code and (y) the filing of a short form intellectual property security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, be required by any Loan Party organized in the United States with respect to the perfection of the security interest in any Intellectual Property.

(c)            Schedule 2.01 to the Existing Credit Agreement solely with respect to the Revolving Facility Commitments is hereby amended and restated as set forth on Schedule 2.01 hereto and Schedule 9.04(j) hereto is hereby added to the schedules to the Existing Credit Agreement (for the avoidance of doubt, following the Amendment No. 4 Effective Date, all other schedules to the Existing Credit Agreement shall remain in full force and effect and in the same form as attached to the Existing Credit Agreement prior to the Amendment No. 4 Effective Date).

Section 2.            Incremental Revolving Facility Commitments. Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof and substantially concurrently with but immediately after the effectiveness of the Required Lender Amendments, on the Amendment No. 4 Effective Date:

(a)            The person who executes this Amendment as an Incremental Revolving Facility Lender irrevocably (i) in its capacity as an Incremental Revolving Facility Lender, consents to the terms of this Amendment and (ii) commits to provide its portion of Incremental Revolving Facility Commitments as set forth in Schedule 2.01 attached hereto. Pursuant to Section 2.21 of the Amended Credit Agreement, the Incremental Revolving Facility Commitments shall be Revolving Facility Commitments for all purposes under the Amended Credit Agreement and each of the other Loan Documents and shall have terms identical to the existing Class of Revolving Facility Commitments under the Amended Credit Agreement other than with respect to upfront fees and customary arranger fees and shall require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of the existing Class of Revolving Facility Commitments.

(b)            The Incremental Revolving Facility Lender acknowledges and agrees that upon the Amendment No. 4 Effective Date such Incremental Revolving Facility Lender shall be a “Lender” and a “Revolving Facility Lender” under the Amended Credit Agreement and the other Loan Documents and shall be subject to and bound by the terms thereof and shall perform all the obligations of and shall have all rights of a Lender and a Revolving Facility Lender thereunder. The Incremental Revolving Facility Lender also acknowledges and agrees that it has (x) received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and (y) independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment.

(c)            The parties hereto agree that, after giving effect to this Amendment and the Incremental Revolving Facility Commitments, the Revolving Facility Commitments of the Revolving Facility Lenders are as set forth on Schedule 2.01 hereto.

(d)            The Administrative Agent, each Issuing Bank, and the Swingline Lender each approves the person executing this Amendment as an Incremental Revolving Facility Lender.

Section 3.            Reallocation. To the extent any Revolving Facility Loans are outstanding on the Amendment No. 4 Effective Date, the reallocation of the Revolving Facility Lenders’ Revolving Facility Loans contemplated by Section 2.21(d) of the Amended Credit Agreement with respect to any increase in the Revolving Facility Commitments shall occur with respect to the Incremental Revolving Facility Commitments contemplated hereby on the Amendment No. 4 Effective Date, and the Incremental Revolving Facility Lender shall make Revolving Facility Loans on the Amendment No. 4 Effective Date as may be required to effectuate the reallocation.

Section 4.            Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 4 Effective Date”) on which:

(a)            the Administrative Agent (or its counsel) shall have received from the Borrower, Holdings, the other Guarantors, the Required Lenders under the Existing Credit Agreement on the Amendment No. 4 Effective Date, the Incremental Revolving Facility Lender, the Issuing Banks, the Swingline Lender, the Administrative Agent and the Collateral Agent, a counterpart of this Amendment signed on behalf of each such party;

(b)            the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower stating that the representations and warranties of the Borrower and each other Loan Party contained in Article III of the Existing Credit Agreement or any other Loan Document are true and correct in all material respects as of the Amendment No. 4 Effective Date; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

(c)            the Borrower shall have (i) reimbursed the Administrative Agent for the reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment invoiced at least three (3) Business Days prior to the Amendment No. 4 Effective Date (including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent) and (ii) paid all fees and expenses required to be paid on the Amendment No. 4 Effective Date pursuant to the Engagement Letter, dated as of December 16, 2024, between the Borrower, Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC;

(d)            no Event of Default or Default shall have occurred and be continuing on the Amendment No. 4 Effective Date;

(e)            the Administrative Agent shall have received, on behalf of itself, the Lenders (including the Incremental Revolving Facility Lender) and each Issuing Bank, a written opinion of (i) Wachtell, Lipton, Rosen & Katz, as special New York counsel for the Loan Parties, (ii) Kutak Rock LLP, as Arkansas counsel for the Loan Parties, and (iii) McGuireWoods LLP, as North Carolina counsel for the Loan Parties, or, in each case, such other firm as may be reasonably acceptable to the Administrative Agent, in each case (A) dated the Amendment No. 4 Effective Date, (B) addressed to the Administrative Agent, the Issuing Banks and the Lenders (including the Incremental Revolving Facility Lender) and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such customary matters relating to this Amendment as the Administrative Agent shall reasonably request;

(f)            the Administrative Agent shall have received a certificate of the chief financial officer or the treasurer of the Borrower certifying that the Borrower is in compliance with the Covenant Relief Secured Net Leverage Ratio Financial Covenant, the Interest Coverage Ratio Financial Covenant, and the Minimum Liquidity Covenant, each tested on a Pro Forma Basis as of the Amendment No. 4 Effective Date after giving effect to this Amendment and the Incremental Revolving Facility Commitments and assuming that the Incremental Revolving Facility Commitments are fully drawn;

(g)            the Amendment No. 4 Arranger shall have received all documentation and other information required with respect to the Loan Parties by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, at least three (3) Business Days prior to the Amendment No. 4 Effective Date to the extent requested in writing at least ten (10) Business Days prior to the Amendment No. 4 Effective Date;

(h)           if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations) at least three (3) Business Days prior to the Amendment No. 4 Effective Date to the extent requested in writing at least ten (10) Business Days prior to the Amendment No. 4 Effective Date; and

(i)            with respect to each Mortgaged Property, the Collateral Agent shall have received the Flood Documents; provided, that, the parties hereby acknowledge that this condition 4(i) has been satisfied as of the date hereof.

Section 5.            Post-closing Items.

(a)            Within ninety (90) days of the Amendment No. 4 Effective Date (unless otherwise extended by the Administrative Agent in its reasonable discretion), the Borrower and each Guarantor shall use commercially reasonable efforts to provide to the Collateral Agent springing control agreements or similar agreements with respect to each Material Commodity Account (as defined in the Amended Credit Agreement), each Material Deposit Account (as defined in the Amended Credit Agreement) and each Material Securities Account (as defined in the Amended Credit Agreement) of such applicable entity, in each case, in form and substance reasonably acceptable to the Collateral Agent.

(b)           Within one hundred twenty (120) days of the Amendment No. 4 Effective Date (unless otherwise extended by the Administrative Agent in its reasonable discretion), the Collateral Agent shall have received, with respect to each Mortgaged Property,

(i)           an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law;

(ii)          a date down endorsement to the existing mortgage policy (or, where such endorsement is not available, such other title product as is reasonably acceptable to the Collateral Agent), which shall insure that, as of the date of such endorsement or such other title product, the Mortgaged Property is free and clear of all defects and encumbrances other than Permitted Liens;

(iii)        evidence of payment by the Borrower of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment; and

(iv)        such affidavits, certificates, information or instruments of indemnification as shall be required to induce the title company to issue the endorsement or other title product referred to above, and evidence of payment of all applicable title insurance premiums, search and examination charges, and related charges required for the issuance of the date down endorsements or other title product referred to above.

Section 6.            Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be 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 executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 7.            Applicable Law. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 8.            Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9.            Effect of Amendment.

(a)            On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(b)           The Existing Credit Agreement, and each of the other Loan Documents, in each case as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement, or any other Loan Document, and except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, but rather constitute a modification thereof pursuant to the terms contained herein. The Existing Credit Agreement as amended hereby, shall be deemed to be a continuing agreement among the parties thereto, and all documents, instruments, and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect, each in accordance with its terms (as amended by this Amendment). Each party hereto acknowledges and agrees that the prior liens, security interests and assignments created or granted by any Loan Party that encumber the Collateral shall continue to exist and remain valid and subsisting, shall not be impaired, extinguished or released hereby, shall remain in full force and effect, and are hereby ratified, renewed, brought forward, extended, and rearranged as security for the Obligations. This Amendment constitutes a Loan Document and an Incremental Assumption Agreement.

Section 10.          Acknowledgement and Consent.

(a)           The Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment, and the Borrower and each Guarantor consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. The Borrower and each Guarantor, hereby confirms that each Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations.

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

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

Section 11.          Amendment No. 4 Arranger. The Amendment No. 4 Arranger shall be entitled to all rights, privileges and immunities applicable to the “Arranger” under the Loan Documents in connection herewith.

[Signature Pages Follow]

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

BORROWER:	WESTROCK BEVERAGE SOLUTIONS, LLC

	By:	/s/ T. Christopher Pledger
		Name: T. Christopher Pledger
		Title: Chief Financial Officer

HOLDINGS:	WESTROCK COFFEE COMPANY

	By:	/s/ T. Christopher Pledger
		Name: T. Christopher Pledger
		Title: Chief Financial Officer

GUARANTORS:	WESTROCK COFFEE ROASTING, LLC

	By:	/s/ T. Christopher Pledger
		Name: T. Christopher Pledger
		Title: Chief Financial Officer

	WESTROCK BEVERAGE COMPANY, LLC

	By:	/s/ T. Christopher Pledger
		Name: T. Christopher Pledger
		Title: Chief Financial Officer

Westrock Coffee Co 8-K