Registration Rights AgreementRegistration 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”).
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.
TERM LOAN AGREEMENT dated as of February 28, 2018 among MAPLE PARENT HOLDINGS CORP., as Initial Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH...Term Loan Agreement • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • Delaware
TERM LOAN 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 the Loans, DR PEPPER SNAPPLE GROUP, INC. (the “Surviving Borrower”)), as Borrower, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
MAPLE ESCROW SUBSIDIARY, INC. and WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of May 25, 2018 SENIOR DEBT SECURITIESIndenture • 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”).
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 9, 2018Joinder 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
BORROWER JOINDERKeurig Dr Pepper Inc. • July 9th, 2018 • Beverages
BORROWER JOINDER, dated as of July 9, 2018 (this “Joinder”), by and among each of the undersigned parties hereto and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (as defined below) (in such capacity, including any successor thereto, the “Administrative Agent”).
ContractFirst 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”).
ContractSixth Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York
This SIXTH SUPPLEMENTAL INDENTURE (this “Sixth 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”).
ContractThird Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Third 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”).
ContractFourth Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York
This FOURTH SUPPLEMENTAL INDENTURE (this “Fourth 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”).
ContractSeventh Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York
This SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of July 9, 2018, among KEURIG DR PEPPER INC., a Delaware corporation (the “Issuer”), as successor to MAPLE ESCROW SUBSIDIARY, INC., a Delaware corporation (the “Escrow Issuer”), the entities listed on the signatures pages hereto as the “New Guarantors” (in such capacity, the “New Guarantors”), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).
ContractFifth Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York
This FIFTH SUPPLEMENTAL INDENTURE (this “Fifth 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”).
ContractSecond Supplemental Indenture • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second 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”).
BORROWER JOINDERTerm Loan Agreement • July 9th, 2018 • Keurig Dr Pepper Inc. • Beverages
BORROWER JOINDER, dated as of July 9, 2018 (this “Joinder”), by and among each of the undersigned parties hereto and JPMORGAN CHASE BANK, N.A., as administrative agent under the Term Loan Agreement (as defined below) (in such capacity, including any successor thereto, the “Administrative Agent”).
