Keurig Dr Pepper Inc. Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York

This REGISTRATION RIGHTS AGREEMENT dated May 25, 2018 (this “Agreement”) is entered into by and among Maple Escrow Subsidiary, Inc., a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several purchasers named in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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KEURIG DR PEPPER INC. Up to 4,300,000 Shares Common Stock ($0.01 par value) Equity Distribution Agreement
Equity Distribution Agreement • March 1st, 2021 • Keurig Dr Pepper Inc. • Beverages • New York

KEURIG DR PEPPER INC., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (the “Manager”) as follows:

CREDIT AGREEMENT dated as of February 28, 2018 among MAPLE PARENT HOLDINGS CORP., as Initial Borrower THE LENDERS AND ISSUING BANKS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE,...
Credit Agreement • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • Delaware

CREDIT AGREEMENT dated as of February 28, 2018 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), among MAPLE PARENT HOLDINGS CORP. (the “Initial Borrower”; whose rights and obligations will be assigned to and assumed by, on and following the Closing Date immediately upon the borrowing of any Loans on the Closing Date, DR PEPPER SNAPPLE GROUP, INC. (the “Surviving Borrower”)), as Borrower, the LENDERS and ISSUING BANKS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

28,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT June 7, 2021
Underwriting Agreement • June 10th, 2021 • Keurig Dr Pepper Inc. • Beverages • New York

The shareholder of Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholder”) proposes to sell to the Underwriter named in Schedule II hereto (the “Underwriter”), an aggregate of 28,000,000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”). The shares of common stock, par value $0.01 per share, of the Company are hereinafter referred to as the “Common Stock.”

CREDIT AGREEMENT dated as of March 10, 2008 among DR PEPPER SNAPPLE GROUP, INC., as Borrower THE LENDERS AND ISSUING BANK PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent GOLDMAN SACHS...
Credit Agreement • March 20th, 2008 • Dr Pepper Snapple Group, Inc. • Beverages • New York

CREDIT AGREEMENT dated as of March 10, 2008, among DR PEPPER SNAPPLE GROUP, INC., as Borrower, the LENDERS and ISSUING BANKS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., MORGAN STANLEY SENIOR FUNDING, INC. and UBS SECURITIES LLC, as Documentation Agents.

40,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 9th, 2020 • Keurig Dr Pepper Inc. • Beverages • New York

The undersigned understands that Morgan Stanley & Co. LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule I thereto (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriter of shares of the common stock, par value $0.01 per share of the Company (the “Common Stock”).

CREDIT AGREEMENT dated as of April 14, 2020 among KEURIG DR PEPPER INC., as Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., BNP PARIBAS, GOLDMAN SACHS BANK USA,...
Credit Agreement • April 15th, 2020 • Keurig Dr Pepper Inc. • Beverages • New York

Exhibit D-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

AGREEMENT
Employment Agreement • March 1st, 2010 • Dr Pepper Snapple Group, Inc. • Beverages

This AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of October, 2007, by and between CBI Holdings Inc. and Lawrence Solomon (“Executive”).

86,956,522 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 5th, 2024 • Keurig Dr Pepper Inc. • Beverages • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 15th, 2017 • Dr Pepper Snapple Group, Inc. • Beverages • New York

Dr Pepper Snapple Group, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the initial purchasers named in the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated June 5, 2017 (the “Purchase Agreement”), $100,000,000 aggregate principal amount of its 3.430% Senior Notes due 2027 (the “2027 Notes”) and $300,000,000 aggregate principal amount of its 4.500% Senior Notes due 2045 (the “2045 Notes” and, together with the 2027 Notes, the “Initial Notes”) of which $400,000,000 aggregate principal amount of 2027 Notes were originally issued on December 14, 2016 (CUSIP No. 26138E AX7) (the “Existing 2027 Notes”) and $250,000,000 aggregate principal amount of 2045 Notes were originally issued on November 9, 2015 (CUSIP No. 26138E AT6) (the “Existing 2045 Notes” and, together with the Existing 2027 Notes, the “Existing Notes”). The Initial Notes will be unconditionally guaranteed by the ent

CREDIT AGREEMENT dated as of September 25, 2012 among DR PEPPER SNAPPLE GROUP, INC., as Borrower THE LENDERS AND ISSUING BANKS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC....
Credit Agreement • September 26th, 2012 • Dr Pepper Snapple Group, Inc. • Beverages • New York

CREDIT AGREEMENT dated as of September 25, 2012 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DR PEPPER SNAPPLE GROUP, INC., as Borrower, the LENDERS and ISSUING BANKS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Syndication Agents, and BRANCH BANKING AND TRUST COMPANY, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, HSBC BANK USA, N.A., MORGAN STANLEY SENIOR FUNDING, INC., UBS SECURITIES LLC and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.

AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 11, 2008 among DR PEPPER SNAPPLE GROUP, INC., as Borrower THE LENDERS AND ISSUING BANK PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication...
Credit Agreement • April 16th, 2008 • Dr Pepper Snapple Group, Inc. • Beverages • New York

AMENEDED AND RESTATED CREDIT AGREEMENT dated as of April 11, 2008 (this “Agreement”), among DR PEPPER SNAPPLE GROUP, INC., as Borrower, the LENDERS and ISSUING BANKS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., MORGAN STANLEY SENIOR FUNDING, INC. and UBS SECURITIES LLC, as Documentation Agents.

60,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • October 30th, 2024 • Keurig Dr Pepper Inc. • Beverages • New York
CREDIT AGREEMENT dated as of March 24, 2021 among KEURIG DR PEPPER INC., as Borrower THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A. as Administrative Agent BOFA SECURITIES, INC., GOLDMAN SACHS BANK USA, and JPMORGAN CHASE BANK, N.A., as Joint Lead...
Credit Agreement • March 26th, 2021 • Keurig Dr Pepper Inc. • Beverages • New York

Page Article I Definitions Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans and Borrowings 29 Section 1.03 Terms Generally 29 Section 1.04 Accounting Terms; GAAP 29 Section 1.05 Interest Rates. 30 Article II The Credits Section 2.01 Commitments; Loans 30 Section 2.02 Loans and Borrowings 30 Section 2.03 Requests for Borrowings 31 Section 2.04 [Reserved] 32 Section 2.05 [Reserved] 32 Section 2.06 Funding of Borrowings 32 Section 2.07 Interest Elections 32 Section 2.08 Termination and Reduction of Commitments 34 Section 2.09 Repayment of Loans; Evidence of Debt 34 Section 2.10 Prepayment of Loans 35 Section 2.11 Fees 35 Section 2.12 Interest 36 Section 2.13 Benchmark Replacement Setting 36 Section 2.14 Increased Costs 38 Section 2.15 Break Funding Payments 39 Section 2.16 Taxes 40 Section 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 44 Section 2.18 Mitigation Obligations; Replacement of Lenders 46 Section 2.19 Defaulting Lenders 47 Section 2.20 Term-O

INVESTOR RIGHTS AGREEMENT by and among KEURIG DR PEPPER INC. and THE HOLDERS LISTED ON SCHEDULE A HERETO Dated as of July 9, 2018
Investor Rights Agreement • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • Delaware

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 9, 2018, by and among Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule A hereto (such persons, in their capacity as holders of Registrable Securities, including any permitted transferees hereunder, the “Holders” and each a “Holder” and, the Holders together with the Company, the “Parties”).

MAPLE ESCROW SUBSIDIARY, INC. and WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of May 25, 2018 SENIOR DEBT SECURITIES
Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York

THIS INDENTURE, dated as of May 25, 2018, is entered into by and between MAPLE ESCROW SUBSIDIARY, INC., a Delaware corporation (the “Issuer”), and WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Trustee”).

TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • May 6th, 2010 • Dr Pepper Snapple Group, Inc. • Beverages • New York

This Tax Sharing and Indemnification Agreement (this “Agreement”), dated as of May 1, 2008, among Cadbury Schweppes plc (“CS”), a United Kingdom public limited company, on behalf of itself and the members of the Cadbury Group, as defined below (other than Cadbury plc (“Cadbury”), a United Kingdom public limited company), and Dr Pepper Snapple Group, Inc. (“DPS”), a Delaware corporation, on behalf of itself and the members of the DPS Group, as defined below, and, solely for purposes of Section 20, Cadbury.

250,000,000.000 2.530% Senior Notes due 2021 $500,000,000.000 3.130% Senior Notes due 2023 $400,000,000.000 3.430% Senior Notes due 2027 $400,000,000.000 4.420% Senior Notes due 2046 Underwriting Agreement
Underwriting Agreement • December 6th, 2016 • Dr Pepper Snapple Group, Inc. • Beverages • New York

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 1st, 2008 • Dr Pepper Snapple Group, Inc. • Beverages • New York

This REGISTRATION RIGHTS AGREEMENT dated April 30, 2008 (the “Agreement”) is entered into by and among Dr Pepper Snapple Group, Inc., a Delaware corporation (the “Company”), J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC (“BAS”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Goldman, Sachs & Co. (“GS”) and UBS Securities LLC (“UBS” and together with JPMorgan, BAS, Morgan Stanley and GS, the “Representatives”). Upon consummation of the Separation Transaction (as defined below), each Guarantor (as defined below) will become party to this Agreement by execution of a joinder agreement in the form attached hereto as Exhibit A (“Registration Rights Joinder Agreement”).

TERM LOAN AGREEMENT dated as of February 8, 2019 among KEURIG DR PEPPER INC., as Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and...
Term Loan Agreement • February 11th, 2019 • Keurig Dr Pepper Inc. • Beverages • New York

TERM LOAN AGREEMENT dated as of February 8, 2019 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), among KEURIG DR PEPPER INC., as Borrower, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2018 • Keurig Dr Pepper Inc. • Beverages • Massachusetts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT effective as of July 2, 2018, by and between Keurig Green Mountain, Inc., a Delaware corporation, the stock of which is not currently traded on an established securities market (the “Company”), and Robert J. Gamgort (“Executive”).

CREDIT AGREEMENT dated as of May 29, 2019 among KEURIG DR PEPPER INC.,
Credit Agreement • May 30th, 2019 • Keurig Dr Pepper Inc. • Beverages • New York

Exhibit A Form of Assignment and Assumption Exhibit B Form of Guaranty Exhibit C [Reserved] Exhibit D-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-2 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-3 Form of U.S. Tax Compliance Certificate (Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit E Form of Solvency Certificate

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT AMONG CADBURY PLC, CADBURY SCHWEPPES PLC AND DR PEPPER SNAPPLE GROUP, INC. Dated as of [_______], 2008
Separation and Distribution Agreement • March 20th, 2008 • Dr Pepper Snapple Group, Inc. • Beverages • New York

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [___], 2008, among Cadbury Schweppes plc, a United Kingdom public limited company incorporated in England and Wales with registered number 0052457 and whose registered office is at 25 Berkeley Square, London W1J 6HB (“CS”), Dr Pepper Snapple Group, Inc., a Delaware corporation (“DPS”) and, solely for the purposes of Sections 4.01(a) and (b) and Section 5.03, Cadbury plc, a United Kingdom public limited company incorporated in England and Wales with registered number 06497379 and whose registered office is at 25 Berkeley Square, London W1J 6HB. Each of CS and DPS is sometimes referred to herein as a “Party” and together, as the “Parties”.

AGREEMENT
Employment Agreement • April 26th, 2017 • Dr Pepper Snapple Group, Inc. • Beverages

This AGREEMENT (the "Agreement") is made and entered into as of the 15th day of October, 2007, by and between CBI Holdings Inc. and James L. Baldwin ("Executive").

Contract
Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 25, 2018, among MAPLE ESCROW SUBSIDIARY, INC., a Delaware corporation (the “Issuer”), MAPLE PARENT HOLDINGS CORP. (“Maple”), a Delaware corporation, as parent guarantor (in such capacity, the “Parent Guarantor”), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).

RECITALS
Supplemental Indenture • March 7th, 2024 • Keurig Dr Pepper Inc. • Beverages • New York

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 St. Paul, Minnesota (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 paymen

AMENDED AND RESTATED 364-DAY BRIDGE CREDIT AGREEMENT dated as of April 11, 2008 among DR PEPPER SNAPPLE GROUP, INC., as Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent...
364-Day Bridge Credit Agreement • April 16th, 2008 • Dr Pepper Snapple Group, Inc. • Beverages • New York

AMENEDED AND RESTATED CREDIT AGREEMENT dated as of April 11, 2008 (this “Agreement”), among DR PEPPER SNAPPLE GROUP, INC., as Borrower, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and GOLDMAN SACHS CREDIT PARTNERS L.P., MORGAN STANLEY SENIOR FUNDING, INC. and UBS SECURITIES LLC, as Documentation Agents.

UNDERWRITING AGREEMENT
Underwriting Agreement • April 8th, 2022 • Keurig Dr Pepper Inc. • Beverages • New York

Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 principal amount of its 3.950% Senior Notes due 2029 (the “2029 Notes”), $850,000,000 principal amount of its 4.050% Senior Notes due 2032 (the “2032 Notes”) and $1,150,000,000 principal amount of its 4.500% Senior Notes due 2052 (the “2052 Notes” and, together with the 2029 Notes and the 2032 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of December 15, 2009 (the “Base Indenture”), between the Company (f/k/a Dr Pepper Snapple Group, Inc.) and

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 31st, 2017 • Dr Pepper Snapple Group, Inc. • Beverages • Delaware

This Amendment No. 1, dated as of January 31, 2017 (this “Amendment”), to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 21, 2016, by and among Bai Brands LLC, a New Jersey limited liability company (the “Company”), Dr Pepper Snapple Group, Inc., a Delaware corporation (the “Purchaser”), Superfruit Merger Sub, LLC (“Merger Sub”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the representative of the members of the Company (the “Member Representative”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 5th, 2008 • Dr Pepper Snapple Group, Inc. • Beverages • New York

This Transition Services Agreement (“Agreement”) is dated as of May 1, 2008, between Cadbury Schweppes plc, a United Kingdom public limited company (“Cadbury”), and Dr Pepper Snapple Group, Inc., a Delaware corporation (“DPS”).

Contract
Supplemental Indenture • April 13th, 2020 • Keurig Dr Pepper Inc. • Beverages • New York

This TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of April 13, 2020, among KEURIG DR PEPPER INC., a Delaware corporation (the “Company”), the Guarantors listed in Schedule I (the “Guarantors”), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).

Separation and Release Agreement
Separation and Release Agreement • February 23rd, 2023 • Keurig Dr Pepper Inc. • Beverages • Texas

This Separation Agreement and Release (hereinafter the “Agreement”) is entered into by and between Tony Milikin (hereinafter “you”) and Keurig Dr Pepper Inc. and its Subsidiaries, (the “Company”), in order to set out their agreement on the terms and conditions under which your employment will end. To assist you with your transition to new employment and to otherwise resolve any and all disputes that you may have regarding your employment with the Company, including the separation of your employment thereof, you and the Company have agreed to enter into this Agreement under the terms and conditions set forth below and in accordance with the Keurig Dr Pepper Inc. Executive Severance Plan (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning given to such terms in the Plan.

KEURIG DR PEPPER INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 7, 2024 SENIOR DEBT SECURITIES
Indenture • March 7th, 2024 • Keurig Dr Pepper Inc. • Beverages • New York

THIS INDENTURE, dated as of March 7, 2024, is entered into by and between KEURIG DR PEPPER INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

AMENDMENT
Separation Agreement • March 1st, 2010 • Dr Pepper Snapple Group, Inc. • Beverages

This AMENDMENT (the “Amendment”) is executed and entered into this 26th day of February, 2010, among Dr Pepper Snapple Group, Inc., DPS Holdings Inc. (collectively the “Company”) and John O. Stewart.

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 9, 2018
Registration Rights Agreement • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York

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

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