EX-10.1






FIRST AMENDMENT




FIRST AMENDMENT, dated as of August 21, 2015 (this “Amendment”), to the Credit
Agreement, dated as of September 25, 2012 (the “Credit Agreement”), among DR PEPPER SNAPPLE
GROUP, INC., a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS from
time to time party thereto (the “Lenders”), the several agents parties thereto and JPMORGAN
CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).



W I T N E S S E T H:




WHEREAS, the Borrower has requested, and the Required Lenders and the Administrative Agent
have agreed, upon the terms and subject to the conditions set forth herein, that the Credit
Agreement shall be amended as set forth herein;



NOW, THEREFORE, the parties hereto hereby agree as follows:



SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.



SECTION 2. Amendments. Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of “Change in Control” and substituting in lieu thereof the following:



“Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the
rules of the SEC thereunder as in effect on the date hereof), of Stock representing more than 35%
of the aggregate ordinary voting power represented by the issued and outstanding Stock of the
Borrower or (b) occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated, appointed or approved by the
board of directors of the Borrower, nor (ii) nominated, appointed or approved by directors so
nominated, appointed or approved.



SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the
date (the “Amendment Effective Date”) on which the Administrative Agent shall have received
a counterpart of this Amendment, executed and delivered by a duly authorized officer of the
Borrower and the Required Lenders.



SECTION 4. Effect on the Loan Documents. (a) Except as specifically amended or
waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. The Borrower hereby agrees, with respect to each Loan
Document to which it is a party, that: (i) all of its obligations, liabilities and indebtedness
under such Loan Document shall remain in full force and effect on a continuous basis after giving
effect to this Amendment and (ii) all of the Liens and security interests created and arising under
such Loan Document shall remain in full force and effect on a continuous basis, and the perfected
status and priority of each such Lien and security interest continues in full force and effect on a
continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this
Amendment, as collateral security for its obligations, liabilities and indebtedness under the
Credit Agreement.



(b) Except as specifically provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.



(c) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall
constitute a Loan Document.



SECTION 5. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent
for all of its reasonable out-of-pocket costs and expenses incurred in connection with this
Amendment and any other documents prepared in connection herewith, including, without limitation,
the reasonable fees and disbursements of counsel to the Administrative Agent.



SECTION 6. Representations and Warranties. The Borrower hereby represents and
warrants that on the date hereof (a) each of the representations and warranties made by any Loan
Party in or pursuant to the Loan Documents is true and correct in all material respects
(UprovidedU that if any representation or warranty is by its terms
qualified by materiality, such representation is true and correct in all respects) on and as of the
Amendment Effective Date as if made on and as of the Amendment Effective Date, except to the extent
that any such representation or warranty is stated to relate solely to an earlier date, in which
case such representation or warranty is true and correct on and as of such earlier date and (b)
after giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing.



SECTION 7. FATCA. For purposes of determining withholding Taxes imposed under FATCA,
from and after the Amendment Effective Date, the Borrower and the Administrative Agent shall treat
(and the Lenders hereby authorizes the Administrative Agent to treat) the Credit Agreement
(together with any loans or other extensions of credit pursuant thereto) as not qualifying as a
“grandfathered obligation” within the meaning of Treasury Regulations Section 1.1471-2(b)(2)(i).



SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS
9.09 AND 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.



SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.



[Remainder of page intentionally left blank.]





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.



DR PEPPER SNAPPLE GROUP, INC.




By: /s/Martin M. Ellen

Name: Martin M. Ellen

Title: Executive Vice President and

Chief Financial Officer




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




Lender, as an Issuing Bank and as Swingline Lender




By:/s/Tony Yung

Name: Tony Yung

Title: Executive Director




3




Bank of America, N.A.




By:/s/James Cuber

Name: James Cuber

Title: Associate




4




The Bank of Tokyo-Mitsubishi UFJ, Ltd.




By:/s/Harumi Kambarar

Name: Harumi Kambara

Title: Authorized Signatory




5




Barclays Bank PLC, as a Lender




By:/s/Christopher Lee

Name: Christopher Lee

Title: Vice President




6




BOKF, NA dba Bank of Texas




(Name of Lender)




By:/s/Amanda J. Austin

Name: Amanda J. Austin

Title: Senior Vice President




7




BRANCH BANKING AND TRUST COMPANY




By:/s/Sarah Bryson

Name: Sarah Bryson

Title: Vice President




8




Capital Farm Credit PCA


(Name of Lender)




By:/s/Agustin Arzeno

Name: Agustin Arzeno

Title: VP Sr. Credit Officer




9




Credit Suisse AG, Cayman Islands Branch,


as a Lender




By:/s/Vipul Dhadda

Name: VIPUL DHADDA

Title: AUTHORIZED SIGNATORY





By:/s/Michaela Kenny

Name: Michaela Kenny

Title: Authorized Signatory




10




Deutsche Bank AG New York Branch




(Name of Lender)




By:/s/Scott Flieger

Name: Scott Flieger

Title: Managing Director





By:/s/Yvonne Tilden

Name: Yvonne Tilden

Title: Director




11




GOLDMAN SACHS BANK USA




(Name of Lender)




By:/s/Jamie Minieri

Name: Jamie Minieri

Title: Authorized Signatory




12




GreenStone Farm Credit Services, ACA/FLCA




By:/s/Alfred S. Compton, Jr.

Name: Alfred S. Compton, Jr.

Title: SVP/Managing Director




13




HSBC BANK USA, N.A., as a Co-Documentation Agent and




as a Lender




By:/s/Sarah S. Knudsen

Name: Sarah S. Knudsen

Title: Vice President




14




Morgan Stanley Bank, N.A.




as Lender




By:/s/Lisa Minigh

Name: Lisa Minigh

Title: Authorized Signatory




15




Cooperatieve Centrale Raiffeisen-Boerenleen Bank,




B.A. “Rabobank Nederland”, New York Branch




By:/s/Pamela Beal

Name: PAMELA BEAL

Title: Executive Director





By:/s/Robert M. Mandula

Name: ROBERT M. MANDULA

Title: Managing Director




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UBS AG, Stamford Branch


(Name of Lender)




By:/s/Darlene Arias

Name: Darlene Arias

Title: Director





By:/s/Craig Pearson

Name: Craig Pearson

Title: Associate Director 

Banking




Product Services, US



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U.S. Bank National Association




By:/s/Michael N. Ryno

Name: Michael N. Ryno

Title: Vice President




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WELLS FARGO BANK, N.A.




By:/s/Dana D. Cagle

Name: Dana D. Cagle

Title: Director





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