exv4w2






Exhibit 4.2



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



CUSIP NO. 26138E AM1




DR PEPPER SNAPPLE GROUP, INC.




2.900% SENIOR NOTE DUE 2016



					
	$500,000,000
	 	 
	 	No.: R-1






     DR PEPPER SNAPPLE GROUP, INC., a Delaware corporation (herein called the “Company”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE
HUNDRED MILLION DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto
on January 15, 2016 and to pay interest thereon at the rate of 2.900% per annum from and including
January 11, 2011, or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, on January 15 and July 15 of each year, commencing July 15, 2011 (each an
“Interest Payment Date”), until the principal hereof is paid or made available for payment.



     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the close of business on
the regular record date for such interest, which will be the January 1 and July 1, as the case may
be (each, a “Regular Record Date”), immediately preceding each Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and either may be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on a Special Record Date for
the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of
and interest on this Note will be made at the office or agency of the Company maintained for that
purpose pursuant to the Indenture (initially the



 









 




principal corporate trust office of the Trustee in Fort Worth, Texas (the “Corporate Trust
Office”)), in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security Register. Payments
of principal and interest at maturity will be made against presentation of this Note at the
Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by
check or wire transfer.




     Reference is hereby made to the further provisions of this Note set forth on the reverse side
hereof, which further provisions shall for all purposes have the same effect as though fully set
forth at this place.



     Unless the Certificate of Authentication hereon has been executed by the Trustee or an
authenticating agent under the Indenture referred to on the reverse hereof by the manual signature
of one of its authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



[Signature Pages Follow]






 









 








     IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or
facsimile signature of its Chief Executive Officer, its President or one of its Vice Presidents and
attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.


Date: January 11, 2011




	 	 	 	 	 
	 	DR PEPPER SNAPPLE GROUP, INC.

 	 
	 	By:  	/s/ Martin M. Ellen
 	 
	 	 	Name:  	Martin M. Ellen 	 
	 	 	Title:  	Executive Vice President and 
 Chief Financial Officer 	 
	 


ATTEST:




	 	 	 	 	 
	/s/ James L. Baldwin
 	 
	Secretary 	 
	 	 



 









 






	 	 	 	 	 



Trustee’s Certificate of Authentication





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.


Dated: January 11, 2011




	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as Trustee

 	 
	 	By:  	/s/ John C. Stohlmann
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




 









 





(Reverse of Note)




DR PEPPER SNAPPLE GROUP, INC.



2.900% SENIOR NOTE DUE 2016



     1. This Note is one of a duly authorized issue of securities of the Company designated as its
2.900% Senior Notes due 2016 (the “Notes”) limited in aggregate principal amount to $500,000,000
issued and to be issued under an indenture, dated as of December 15, 2009, between the Company and
Wells Fargo Bank, N.A., as trustee (herein called the “Trustee,” which term includes any successor
Trustee under the Indenture), and the second supplemental indenture, dated as of January 11, 2011
(the “Base Indenture,” as so supplemented and as it may be further supplemented or amended from
time to time, is herein referred to as the “Indenture”), between the Company, the guarantors named
therein and the Trustee. Reference is hereby made to the Indenture for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and delivered. The indebtedness of the
Company evidenced by the Notes, including the principal thereof and interest thereon (including
post-default interest), will constitute unsecured and unsubordinated indebtedness of the Company
and will rank equally in right of payment with all of the Company’s current and future unsecured
and unsubordinated indebtedness.



     2. The Notes are subject to redemption at any time or from time to time, in whole or in part,
at the Company’s option at a Redemption Price equal to the greater of:




     (i) 100% of the principal amount of the Notes to be redeemed, and




     (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to
be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points,


plus accrued and unpaid interest thereon to the redemption date.




     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes to be redeemed.



     “Comparable Treasury Price” means, with respect to any redemption date (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest of the Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker
obtains fewer than four Reference Treasury Dealer Quotations, the average of all of these
quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



 









 





     “Reference Treasury Dealer” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and UBS Securities LLC (or their respective affiliates that are primary U.S.
Government securities dealers), and their respective successors, or if at any time any of the above
is not a primary U.S. Government securities dealer, one other nationally recognized investment
banking firm selected by the Company that is a primary U.S. Government securities dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such
redemption date.



     “Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after the
related redemption date for such redemption; provided, however, that, if such redemption date is
not an interest payment date with respect to such Note, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest accrued thereon to such
redemption date.



     “Treasury Rate” means, for any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity, computed as the second business day immediately preceding that
redemption date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for that redemption date.



     Any notice to Holders of Notes of a redemption pursuant to this paragraph 2 hereof will
include, among other things set forth in the Indenture, the redemption date, the Redemption Price,
the amount of accrued and unpaid interest to the redemption date, and the name and address of the
Paying Agent.



     3. Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been
called for redemption pursuant to paragraph 2 of this Note, each Holder of the Notes shall have the
right to require the Company to repurchase all or any part (equal to an integral multiple of
$1,000) of such Holder’s Notes at an offer price in cash equal to 101% of the aggregate principal
amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating
Event, as such terms are defined in the Indenture. The Change of Control Offer will be made in
accordance with the terms specified in the Indenture.



     4. The payment of the principal of and interest on the Notes will be unconditionally
guaranteed by the Guarantors, if any, on the terms set forth in the Indenture.



     5. If an Event of Default with respect to the Notes shall occur and be continuing, the
principal of the Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.



 









 





     6. The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of
Notes under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of Notes at the time outstanding. The Indenture
also contains provisions permitting the Holders of a majority in aggregate principal amount of
Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.



     7. No reference herein to the Indenture and no provisions of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.



     8. As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered on the Security Register of the Company, upon surrender of
this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company, and duly
executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.



     9. The Notes are issuable only in fully registered form, without coupons, in denominations of
$2,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the
Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes in authorized denominations, as requested by the Holder
surrendering the same.



     10. No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     11. Prior to the due presentment of this Note for registration of transfer or exchange, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue,
and neither the Company, the Trustee, nor any such agent shall be affected by notice to the
contrary.



     12. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
months. Interest shall be payable to and excluding any Interest Payment Date.



 









 





     13. The Trustee, in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.



     14. No past, present or future director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations of the Company or
of the Guarantors under the Notes, the Indenture, the Securities Guarantees or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver and release may not be effective to waive or
release liabilities under the federal securities laws.



     15. This Note shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent.



     16. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUT (= Custodian), and U/G/M/A (= Uniform
Gifts to Minors Act).



     17. Each Holder of this Note covenants and agrees by such Holder’s acceptance thereof to
comply with and be bound by the foregoing provisions.



     18. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.



     19. All capitalized terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.



 









 





ASSIGNMENT FORM



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 
	 
	 	 




PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE



 




 




 




the within Security and all rights thereunder, hereby irrevocably constituting and appointing
______ _____________________________ attorney to transfer said Security on the books of the
Company, with full power of substitution in the premises.



Dated: __________________________



Signature: ____________________________





	NOTICE: 	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.




Signature Guarantee:




SIGNATURE GUARANTEE




     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



 









 





Schedule I




SCHEDULE OF TRANSFERS AND EXCHANGES




     The following increases or decreases in Principal Amount of this Global Security have been
made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of	 	Signature of
	 	 	Amount of Decrease	 	Amount of Increase	 	this Global	 	Authorized
	 	 	in Principal Amount	 	in Principal Amount	 	Security following	 	Signatory of
	Date of	 	of this Global	 	of this Global	 	such Decrease or	 	trustee or
	Exchange	 	Security	 	Security	 	Increase	 	Custodian