exv4w9






Exhibit 4.9




THIRD SUPPLEMENTAL INDENTURE




          This Third Supplemental Indenture, dated as of October 19, 2009 (this “Supplemental
Indenture”), among 234DP Aviation, LLC (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.




W I T N E S S E T H:




          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:




ARTICLE I




Definitions




          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.




ARTICLE II




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 shall have all of the rights and be subject to
all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The
Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a
Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor
under the Indenture.




          SECTION 2.2 Guarantee. The Subsidiary Guarantor hereby unconditionally guarantees,
jointly and severally with each other Subsidiary Guarantor, to each Holder of a Note authenticated
and delivered by the



 









 






Trustee and the to the Trustee and its successors and assigns, the full and punctual payment
when due, whether at Stated Maturity, by redemption, acceleration or otherwise, of the obligations
of the Company under the Notes and the other guaranteed obligations of the Company set forth in
Article 10. The terms of each Subsidiary Guarantee are more fully set forth in Article 10 of the
Indenture and Subsidiary Guarantor agrees to be bound by such terms.




          SECTION 2.3 Effective Date. This Supplemental Indenture, and all rights, obligations
and agreements herein, shall become effective as of September 30, 2009, notwithstanding the date
first set forth above nor the date executed by the parties.




ARTICLE III




Miscellaneous




          SECTION 3.1 Notices. All notices and other communications to the Subsidiary
Guarantor shall be given as provided in the Indenture.




          SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, other than the Holders of Notes and the Trustee, any legal or
equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.




          SECTION 3.3 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.




          SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
of the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby.




          SECTION 3.5 Trustee not Responsible. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which are made solely by the Company
and the Subsidiary Guarantor.




          SECTION 3.6 Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.




          SECTION 3.7 Headings. The headings in this Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.




          SECTION 3.8 No Adverse Interpretation of Other Agreements. This Supplemental
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company
or its Subsidiaries or of any other Person (other than the Indenture). Any such indenture, loan or
debt agreement may not be use to interpret this Supplemental Indenture or the Indenture.




[Signature pages follow]




Supplemental Indenture Signature Page




 









 





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




	 	 	 	 	 
	 	COMPANY



        DR PEPPER SNAPPLE GROUP, INC.

 	 
	 	By:  	/s/ John O. Stewart
 	 
	 	 	Name:  	John O. Stewart 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 



Supplemental Indenture Signature Page




 









 








	 	 	 	 	 
	 	TRUSTEE



       WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	 	Name:  	Patrick T. Giordano 	 
	 	 	Title:  	Vice President 	 
	 



Supplemental Indenture Signature Page




 









 









	 	 	 	 	 
	 	SUBSIDIARY GUARANTOR



       234DP AVIATION, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Supplemental Indenture Signature Page