Exhibit 4.10

 

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT

 

July 9, 2018

 

J.P. Morgan Securities LLC
 Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Goldman Sachs & Co. LLC

Citigroup Global Markets Inc.

 

As Representatives of the

several Initial Purchasers listed

in Schedule 1 hereto

 

c/o                               J.P. Morgan Securities LLC
 383 Madison Avenue
 New York, New York 10179



Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

 

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

 

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

 

Reference is hereby made to that registration rights agreement (the “Registration Rights Agreement”), dated May 25, 2018, among Maple Escrow Subsidiary, Inc., a Delaware corporation (the “Company”), and the Representatives relating to the issuance and sale to the Initial Purchasers of $1,750,000,000 principal amount of its 3.551% Senior Notes due 2021 (the “2021 Notes”), $2,000,000,000 principal amount of its 4.057% Senior Notes due 2023 (the “2023 Notes”), $1,000,000,000 principal amount of its 4.417% Senior Notes due 2025 (the “2025 Notes”), $2,000,000,000 principal amount of its 4.597% Senior Notes due 2028 (the “2028 Notes”), $500,000,000 principal amount of its 4.985% Senior Notes due 2038 (the “2038 Notes”) and $750,000,000 principal amount of its 5.085% Senior Notes due 2048 (the “2048 Notes” and together with the 2021 Notes, the 2023 Notes, the 2025 Notes, the 2028 Notes and the 2038 Notes, the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

 

1.                                      Joinder. Each of the undersigned hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if each was originally

 











 

named therein and as if each such party executed the Registration Rights Agreement on the date thereof.

 

2.                                      Representations and Warranties. Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate or limited liability company power and authority, as the case may be, to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transaction contemplated hereby and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

 

3.                                      Counterparts. This Joinder Agreement may be signed in one or more counterparts (which may be delivered in original form or facsimile or “pdf” file thereof), each of which shall constitute an original when so executed and all of which together shall constitute one and the same agreement.

 

4.                                      Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

 

5.                                      Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

 

6.                                      APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

[Signature pages follow]

 

2











 

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth above.

 

	
 
    	
KEURIG DR PEPPER INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ozan Dokmecioglu
    
	
 
    	
Name:
    	
Ozan Dokmecioglu
    
	
 
    	
Title:
    	
Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
184 INNOVATIONS, INC.
    
	
 
    	
234DP AVIATION, LLC
    
	
 
    	
A & W CONCENTRATE   COMPANY
    
	
 
    	
AMERICAS BEVERAGES MANAGEMENT   GP
    
	
 
    	
AMTRANS, INC.
    
	
 
    	
BEVERAGES DELAWARE INC.
    
	
 
    	
DP BEVERAGES INC.
    
	
 
    	
DPS AMERICAS BEVERAGES, LLC
    
	
 
    	
DPS BEVERAGES, INC.
    
	
 
    	
DPS HOLDINGS INC.
    
	
 
    	
DR PEPPER/SEVEN-UP BEVERAGE   SALES COMPANY
    
	
 
    	
DR PEPPER/SEVEN UP   MANUFACTURING COMPANY
    
	
 
    	
DR PEPPER/SEVEN UP, INC.
    
	
 
    	
MOTT’S DELAWARE LLC
    
	
 
    	
MOTT’S LLP
    
	
 
    	
MSSI LLC
    
	
 
    	
NANTUCKET ALLSERVE, LLC
    
	
 
    	
SNAPPLE BEVERAGE CORP.
    
	
 
    	
THE AMERICAN BOTTLING COMPANY
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ozan Dokmecioglu
    
	
 
    	
Name:
    	
Ozan Dokmecioglu
    
	
 
    	
Title:
    	
Executive Vice   President and
   Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
BAI BRANDS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ozan Dokmecioglu
    
	
 
    	
Name:
    	
Ozan Dokmecioglu
    
	
 
    	
Title:
    	
Executive Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
SPLASH TRANSPORT, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Fernando Cortes
    
	
 
    	
Name:
    	
Fernando Cortes
    
	
 
    	
Title:
    	
President
    


 

[Signature page to Joinder Agreement]

 











 

The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

 

Accepted:

 

On behalf of themselves and as Representatives of the several Initial Purchasers

 

	
J.P. MORGAN SECURITIES LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By 
    	
/s/ Som Bhattacharyya
    	
 
    
	
Name: 
    	
Som Bhattacharyya
    	
 
    
	
Title: 
    	
Executive Director
    	
 
    


 

[Signature page to Joinder Agreement]

 











 

The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

 

Accepted:

 

On behalf of themselves and as Representatives of the several Initial Purchasers

 

 

	
MERRILL LYNCH, PIERCE, FENNER & SMITH 
    	
 
    
	
INCORPORATED
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By 
    	
/s/ Sandeep Chawla
    	
 
    
	
Name: 
    	
Sandeep Chawla
    	
 
    
	
Title: 
    	
Managing Director
    	
 
    


 

[Signature page to Joinder Agreement]

 











 

The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

 

Accepted:

 

On behalf of themselves and as Representatives of the several Initial Purchasers

 

 

	
GOLDMAN SACHS & CO. LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By 
    	
/s/ Adam Greene
    	
 
    
	
Name: 
    	
Adam Greene
    	
 
    
	
Title: 
    	
Managing Director
    	
 
    


 

[Signature page to Joinder Agreement]

 











 

The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

 

Accepted:

 

On behalf of themselves and as Representatives of the several Initial Purchasers

 

 

	
CITIGROUP GLOBAL MARKETS INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By 
    	
/s/ Adam D. Bordner
    	
 
    
	
Name: 
    	
Adam D. Bordner
    	
 
    
	
Title: 
    	
Director
    	
 
    


 

[Signature page to Joinder Agreement]