EX-10.1






AMENDMENT NO. 1

TO

AMENDED AND RESTATED CREDIT AGREEMENT




This AMENDMENT No. 1 to the AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of November 4th, 2010 by and among the Loan Parties and the Administrative Agent
for itself and on behalf of the Lenders. Unless otherwise specified herein, all capitalized terms
used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as
hereinafter defined).



WITNESSETH:




WHEREAS, reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 11,
2008 (the “Credit Agreement”), among DR PEPPER SNAPPLE GROUP, INC., as Borrower, the LENDERS and
ISSUING BANKS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other
parties therein named;



WHEREAS, the Borrower has previously paid in full the amounts outstanding under the Term Loan
Facility under the Credit Agreement and no funds may be re-borrowed under that facility;



WHEREAS, the Borrower has requested an amendment to the Credit Agreement as herein set forth;
and



WHEREAS, the Loan Parties and the Administrative Agent, by and on behalf of itself and the
Lenders signatory to an acknowledgment and consent in the form set forth as Exhibit A (an
“Acknowledgment and Consent”), have agreed to such amendments on the terms and subject to the
conditions herein provided.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



Section 1. Amendments to the Credit Agreement. As of the Effective Date (as defined
below), the Credit Agreement is hereby amended as follows:




(a) The definition of “Qualified CP Draw” in Section 1.01 (Definitions) of the Credit
Agreement is deleted in its entirety.




(b) Clause (iv) of the introductory paragraph of Article III (Representations and
Warranties) of the Credit Agreement is hereby amended in its entirety to read as follows:




“(iv) on and as of the date of each Credit Event occurring after the Transaction
Closing Date the Borrower makes the representations and warranties set forth below, to
the extent required by Section 4.04:”.




(c) Section 4.04(b) (Conditions to Each Credit Event After the Transaction Closing
Date) of the Credit Agreement is hereby amended in its entirety to read as follows:




“(b) The representations and warranties set forth in this Agreement (other than
those contained in Sections 3.04(b) and 3.06) and in the other Loan Documents shall be
true and correct in all material respects on and as of the date of such Credit Event, as
applicable; provided, however, that, the representations and warranties contained in
Sections 3.09, 3.10 and 3.13 shall only be made on the first Credit Event following the
Transaction Closing Date; and”



Section 2. Conditions to Effectiveness. This Amendment shall become effective as of
the date (the “Effective Date”) on which the Administrative Agent shall have received the following
in form and substance satisfactory to Administrative Agent:




(a) counterparts of this Amendment duly executed by the Administrative Agent and each
of the Loan Parties;




(b) the Administrative Agent shall have received an Acknowledgment and Consent duly
executed by Lenders constituting the Required Lenders; and




(c) such other items from the Loan Parties as the Administrative Agent may reasonably
request in writing.



Section 3. Representations and Warranties. The Borrower hereby represents and warrants
to the Administrative Agent and each Lender as of the Effective Date, as follows:




(a) After giving effect to this Amendment, each of the representations and warranties
in Article IV of the Credit Agreement are true and correct in all material respects on and
as of the date hereof as though made on and as of the Effective Date, except to the extent
that any such representation or warranty expressly relates to an earlier date and except for
changes therein expressly permitted by the Credit Agreement.




(b) The execution, delivery and performance by of this Amendment have been duly
authorized by all requisite corporate or other action on the part of each of the Loan
Parties and will not violate any of the articles of incorporation or by-laws (or other
constituent documents) of such Loan Parties.




(c) This Amendment has been duly executed and delivered by the Borrower and each of
this Amendment and the Credit Agreement as amended hereby constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its
terms.




(d) After giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing as of the Effective Date.



Section 4. Reference to and Effect on the Loan Documents




(a) On and after the Effective Date, each reference (x) in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein” or words of like import and (y) in the
other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words
of like import, as applicable, shall mean and be a reference to the Credit Agreement as
amended hereby.




(b) Except to the extent amended hereby, the Credit Agreement and all of the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.




(c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any Default or Event of Default or any right, power, privilege or remedy of the
Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, or
constitute a waiver of any provision of the Credit Agreement or any other Loan Document.



Section 5. Costs and Expenses. As provided in Section 9.03(Expense; Indemnity; Damage
Waiver) of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for all
reasonable and documented out-of-pocket expenses, including the reasonable fees, charges and
disbursements of counsel to the Administrative Agent incurred in connection with this Amendment.



Section 6. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the law of the State
of New York.



Section 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.



Section 8. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
instrument. Receipt by the Administrative Agent of a facsimile copy of an executed signature page
hereof shall constitute receipt by the Administrative Agent of an executed counterpart of this
Amendment.



[SIGNATURE PAGES FOLLOW]






1






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	DR
PEPPER SNAPPLE GROUP, INC.,






	 	 	 	as
Borrower





	 	 	 
	By:

	 	/s/ Marty M. Ellen
	
 
	 	 
	Name:

Title:

	 	Martin M. Ellen

Executive Vice President & CFO







	 	 	JPMORGAN CHASE BANK, N.A.,






as Administrative Agent



	 	 	 
	By:

	 	/s/ Tony Yung
	
 
	 	 
	Name:

Title:

	 	Tony Yung

Vice President






2




IN WITNESS WHEREOF, this Amendment has been duly executed by each Guarantor as of the day and
year first set forth above and by such execution each Guarantor consents to the Amendment and
agrees that such amendment shall not impact any of its obligations under the Guaranty and that such
Guaranty shall remain in full force and effect.




Guarantor:




234DP Aviation, LLC


A & W CONCENTRATE COMPANY


AMTRANS, INC.


BERKELEY SQUARE US, INC.


BEVERAGE INVESTMENTS LLC


DPS FINANCE II, INC.




(f/k/a CADBURY ADAMS FINANCE CORPORATION)




DP BEVERAGES INC.




(f/k/a CADBURY BEVERAGES INC.)




BEVERAGES DELAWARE INC.




(f/k/a CADBURY BEVERAGES DELAWARE INC.)




DPS AMERICAS BEVERAGES, LLC (for itself and as
successor to DPS Americas Beverages Investments,
Inc.)




(f/k/a CADBURY SCHWEPPES AMERICAS INC.)




DPS BEVERAGES, INC.




(f/k/a CADBURY SCHWEPPES AMERICAS BEVERAGES,
INC.)




DPS HOLDINGS INC. (for itself and as successor to
SBS Business Services, Inc. and DPS Finance I, Inc.)




(f/k/a CBI HOLDINGS INC.)




DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY


DR PEPPER/SEVEN UP MANUFACTURING COMPANY


DR PEPPER/SEVEN UP, INC., (for itself and as
successor to Dr Pepper Company)


DR PEPPER SNAPPLE GROUP, INC.


HIGH RIDGE INVESTMENTS US, INC.


INTERNATIONAL INVESTMENTS MANAGEMENT LLC


MOTT’S GENERAL PARTNERSHIP


MOTT’S LLP


MSSI LLC


NANTUCKET ALLSERVE, INC.


NUTHATCH TRADING US, INC.


PACIFIC SNAPPLE DISTRIBUTORS, INC.


ROYAL CROWN COMPANY, INC.



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SNAPPLE BEVERAGE CORP.


THE AMERICAN BOTTLING COMPANY (for itself and as
successor to the following: Beverage Management,
Inc., Cadbury Schweppes Bottling Group, Inc., Dr
Pepper Bottling Company of Texas, Dr Pepper Bottling
of Spokane, Inc., Seven Up Bottling Company of San
Francisco, Seven-Up/RC Bottling Company, Inc.,
Southeast Atlantic Beverage Corporation, and Snapple
Distributors, Inc.)



	 	 	 
	By:

	 	/s/ James L. Baldwin, Jr.
	
 
	 	 
	Name:

Title:

	 	James L. Baldwin, Jr.

Executive Vice President







	 	 	AMERICAS BEVERAGES MANAGEMENT GP






INTERNATIONAL BEVERAGE INVESTMENTS GP



	 	 	 
	By:

	 	/s/ James L. Baldwin, Jr.
	
 
	 	 
	Name:

Title:

	 	James L. Baldwin, Jr.

Designated Representative







	 	 	SPLASH TRANSPORT, INC.





	 	 	 
	By:

	 	/s/ Robert Callan
	
 
	 	 
	Name:

Title:

	 	Robert Callan

Vice President & Secretary






4




Exhibit A to

AMENDMENT NO. 1

TO

AMENDED AND RESTATED CREDIT AGREEMENT




ACKNOWLEDGEMENT AND CONSENT




To:



JPMORGAN CHASE BANK, N.A., as Administrative Agent


383 Madison Avenue, 24 Floor


New York, NY 10179


Attention: Tony Yung



RE: DR PEPPER SNAPPLE GROUP, INC. — AMENDMENT NO. 1



Reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 11, 2008 (the
"Credit Agreement”), among DR PEPPER SNAPPLE GROUP, INC., as Borrower, the LENDERS and ISSUING
BANKS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other parties
therein named. Unless otherwise specified herein, all capitalized terms used in this
Acknowledgment and Consent shall have the meanings ascribed to such terms in the Credit Agreement.
The Borrower has requested that the Lenders amend the Credit Agreement and on the terms described
in Amendment No. 1 (the “Amendment”), the form of which is attached hereto. Pursuant to Section
9.02(b) (Waivers; Amendments) of the Credit Agreement, the undersigned Lender hereby consents to
the terms of the Amendment and authorizes the Administrative Agent to execute and deliver the
Amendment on its behalf.




Very truly yours,




[Name of Lender]




By:

Name:

Title:





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