SECOND SUPPLEMENTAL
INDENTURE
This
Second Supplemental Indenture, dated as of March 17, 2009
(this “ Supplemental Indenture ”), among Splash
Transport, Inc. (the “Subsidiary Guarantor”), DR PEPPER
SNAPPLE GROUP, INC. (together with its successors and assigns, the
“Company”) and Wells Fargo Bank, N.A., as Trustee under
the Indenture referred to below.
WHEREAS,
the Company and the Trustee have heretofore executed and delivered
an Indenture, dated April 30, 2008 (as amended, supplemented,
waived or otherwise modified, the “ Indenture
”), providing for the issuance $250,000,000 principal amount
of the Company’s 6.12% Senior Notes due 2013 (the “
2013 Notes ”), $1,200,000,000 principal amount
of the Company’s 6.82% Senior Notes due 2018 (the “
2018 Notes ”) and $250,000,000 principal amount
of the Company’s 7.45% Senior Notes due 2038 (the “
2038 Notes ” and together with the 2013 Notes,
the 2018 Notes, any Additional Notes of any Initial Series and the
Notes of any Additional Series, the “Notes
”) issued under the Indenture;
WHEREAS,
Company, Trustee and certain Subsidiaries of the Company have
executed and delivered a Supplemental Indenture, dated May 7,
2008 (as amended, supplemented, waived or otherwise modified, the
“First Supplemental Indenture ”) pursuant to
which such Subsidiary Guarantors guarantee payment of the Notes on
the terms and conditions as those set forth in the First Supplement
Indenture; and
WHEREAS,
Section 4.12 of the Indenture provides that the Company shall
cause any Subsidiary of the Company that Guarantees, directly or
indirectly, any Indebtedness of the Company (including any
Indebtedness under any Credit Agreement) to at the same time,
execute and deliver to the Trustee a supplement to this Indenture
pursuant to which such Subsidiary shall Guarantee payment of the
Notes on the same terms and conditions as those set forth in this
Indenture; and
WHEREAS,
pursuant to Section 9.01(e) of the Indenture, the Trustee, the
Company and the Subsidiary Guarantor are authorized to execute and
deliver this Supplemental Indenture to amend or supplement the
Indenture, without the consent of any Holder of Notes.
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the Subsidiary Guarantor, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:
SECTION
1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined.
Agreement to be Bound; Subsidiary
Guarantee; Effective Date
SECTION 2.1
Agreement to be Bound. Subsidiary Guarantor hereby becomes a
party to the Indenture as a Subsidiary Guarantor and as
such
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