SCHEDULE OF TERMS (Goods) June 20, 2013

Each party hereby agrees to the above by having a duly authorized officer sign below and returning an executed copy to the other via facsimile at the below fax number.

        

INTRODUCTION.

In addition to these Terms of Business, we may evidence additional aspects of our relationship with you in the form of a Schedule of Terms, exhibits, attachments or similar documents executed by both parties. For ease of reference, such documents shall be referred to as “Schedules” and shall be expressly incorporated into these Terms of Business and shall be construed with and as an integral part of the Agreement to the same extent as if the same had been set forth verbatim herein. These Terms of Business and any Schedules thereto set forth the agreement (the “Agreement”) between the Purchaser and you regarding the provision of the applicable Goods under each such Schedule. Each such Schedule shall specify the applicable Purchaser, Supplier, Term, Specifications, Prices, Fees, Expenses, Payment Terms and, if applicable, Pricing Adjustments, Deliverables, Specifications, Quantities, Delivery Locations and certain other terms and conditions regarding the Goods under such Schedule. The obligations of the Purchasers shall be several and not joint.

    

These Terms of Business are signed in consideration of the mutual agreements herein and other consideration, the receipt and adequacy of which is hereby acknowledged, and with the understanding that the undersigned companies are bound by their terms.

PURCHASERS. The applicable Purchasers are set forth in the Schedule (“Purchaser(s)”). In addition to its own orders, a Purchaser may submit orders for Goods on behalf of co-packers and all terms and conditions of this Agreement will apply. Each Purchaser’s obligations, liabilities and rights are its own severally and not the joint obligations, liabilities or rights of any other Purchaser, Purchaser company or other party.

SUPPLIER. The applicable Supplier is set forth in the Schedule.

GOODS. You agree to provide Purchaser with the Goods in compliance with the Specifications, in the Quantities and for the Prices specified under a Schedule or if not specified in a Schedule, then in accordance with the terms herein.

QUANTITIES. Unless expressly specified in any Schedule, Purchaser will have no obligation to order, purchase or use any quantity of Goods, except for those quantities ordered in its written purchase order or in the applicable Schedule or, in the case of a blanket purchase order, releases issued thereunder and not the entirety of the blanket purchase order.

SUBCONTRACTORS. You may not subcontract the manufacturing of Goods unless otherwise specified in the Agreement or with our prior written approval. We specifically acknowledge that your wholly-owned subsidiaries may manufacture Goods or components thereof as part of your performance of this Agreement. Notwithstanding the foregoing and regardless of whether subcontracting was specified or otherwise approved, including if we pay directly for such Goods, you remain fully responsible for the payment and performance of all of your subcontractors, suppliers and vendors.

PRICES FOR GOODS. The price(s) for Goods (the “Prices”) and any applicable pricing adjustments are set forth in the Schedule (the “Price”).

PAYMENT TERMS. Payment of invoices is due within the number of days after receipt specified in the Schedule. Purchaser may take the percentage discount specified in the Schedule for invoices paid within the time specified. You must invoice us promptly (***).

TAXES. If the Schedule specifies that the Prices are exclusive of taxes, we will pay those sales, use, excise or other similar taxes (excluding taxes based on your net income or business enterprise) assessed on the Prices paid hereunder. Unless we provide you a valid exemption certificate, we will pay you those taxes you actually paid or are required to collect or pay. Such taxes must be invoiced along with the Prices, and we will pay them, in accordance with the Payment Terms Section above.

SPECIFICATIONS FOR GOODS. All delivered Goods (and their packaging) must comply with any and all applicable Specifications or as we may have mutually agreed with you in the Schedule or otherwise in writing. If no such Specifications exist for their containers, the containers must be recognized standard containers suitable for their transportation, handling and storage and sufficient to prevent any leakage, spillage or damage. In addition, you may not modify the Goods in any way without notice to, and prior written approval from, us prior to shipment so that we may evaluate and consent to any modification of the Goods. If we receive any modified Goods without our consent, we may return them at your expense, and you will reimburse us for all losses, damages and expenses we incur as a result of the modification.

BACKUP DOCUMENTATION. You will maintain, and upon our request, promptly provide complete and accurate backup documentation sufficient to substantiate all transactions with us and charges claimed on each invoice as well as any documentation relating to any claims made regarding the quality of the Goods. We may discuss the documentation and charges with your personnel (***). You will otherwise cooperate with all reasonable requests in connection with such review. You shall promptly refund to us any overcharge resulting from such review. This Section shall survive for 12 months after the later of the last transaction between us or the expiration or termination of any applicable agreement between us.

FORECASTS. We may, from time to time, provide you with good faith forecasts/estimates and/or blanket purchase orders for our anticipated needs for Goods. These may be for annual and/or monthly rolling periods. These will create no obligation or liability for Purchaser. They are provided solely so that you can plan your production, inventory and capacity in order to supply Purchaser in the normal course of your business and in accordance with the terms herein and any Schedules.

ORDERING. We will notify you of any and all required quantities, delivery dates (“Delivery Dates”), delivery locations, shipping instructions and other terms for Goods via our written purchase order. This purchase order will be binding upon you unless you specifically reject it in writing. Any pre-printed terms and conditions contained in forms used by either you or us to implement this Agreement, including any purchase order, acknowledgment, invoice or other correspondence will be disregarded.

DELIVERY OF CONFORMING GOODS. You agree to deliver all ordered Goods, undamaged, without substitution, and in compliance with any Purchase Order that has not been rejected, the Specifications, all warranties and other terms and conditions of this Agreement and any applicable Schedule.

Failure to Deliver Goods. If you fail to deliver conforming Goods or if you deliver non-conforming Goods, Purchaser may do any or all of the following: cancel shipment, reject, return or hold them for you (for full credit and at your expense and risk), and/or require replacement (but only with our written authorization). In addition, (***).

Removal of Insignia/Destruction of Goods. For any rejected, returned or unpurchased Goods, you will remove any evidence of our name, trademarks or the like before selling or otherwise disposing of them, destroy any food or beverage product not fit for human consumption, and indemnify us against any claim, loss or damage arising out of your failure to do so.

INSPECTION/ACCEPTANCE. We may inspect Goods prior to payment or acceptance to verify compliance with the terms of this Agreement or any applicable Schedule and applicable criteria or Specifications. Payment will not constitute acceptance thereof. However, neither our inspection, approval or acceptance, nor lack thereof, nor anything else in this Agreement or any applicable Schedule , will relieve or limit any of your obligations and warranties under this Agreement or any applicable Schedule (including for testing, inspection, and quality control), whether or not a defect or nonconformity is apparent on examination.

TITLE AND RISK OF LOSS OF GOODS. Unless otherwise specified in the applicable Schedule, if you are responsible for delivery of the Goods to Purchaser’s delivery location, title shall pass upon loading on the carrier at your plant and risk of loss shall pass on arrival at Purchaser’s delivery location. If Purchaser arranges pickup of the Goods at your plant, title and risk of loss shall pass upon loading the carrier at your plant.

    

QUALITY ASSURANCE AND TECHNICAL SUPPORT FOR GOODS. With respect to Goods, you agree (at our request and at no charge to us) to:

WARRANTIES.

Each party represents and warrants to the other that:

Authorization, etc. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on its part and that this Agreement has been duly and validly executed and delivered by such party and constitutes a valid and binding agreement of such party, enforceable against such party in accordance with its terms, subject to bankruptcy laws.

Breach of Law/Agreements/Consents. Its execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby will not (1) violate or conflict with any applicable Law; (2) conflict with or result in any breach of or constitute (with or without due notice or lapse of time or both) any material default under, or cause any acceleration of, or any maturity of, any contract or other agreement it is a party or subject to; (3) require any consent, approval, order, authorization, license or permit from, or notice, registration or filing with, any third party (including any domestic or foreign governmental, judicial or regulatory authority or entity) that it has not already obtained or will obtain prior to such transaction.

Supplier Additional Warranties. In addition, you represent and warrant to us that:

Goods. You further represent and warrant that Goods, in the form and condition supplied by you and the intended use thereof:

Notice. You will promptly notify us if you have knowledge of any failure to meet these warranties.

Warranty Exclusions. In no event shall Supplier incur any liability under these warranties where such liability is directly attributable to Purchaser’s violation of any instructions connected with the Goods provided to Purchaser from Supplier as attached to the Schedule including mutually agreed modifications or where the Goods are exported, in an empty or filled state, to a foreign country other than those listed in Attachment I, unless a special warranty has been specifically approved in writing by Supplier to cover such exported Goods, provided the Goods are within all Specifications including any Performance Specifications mutually agreed upon by Purchaser and Supplier which shall be attached to the Schedule and incorporated herein by reference and except to the extent Supplier has breached a warranty, caused or contributed to the liability.

IN VIEW OF THE ABOVE EXPRESS WARRANTIES, SUPPLIER MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED IN FACT OF BY LAW.

EXPORT CONTROL. Purchaser represents that commodities of Supplier that are exported from the United States will be handled in accordance with and are subject to the U.S. Export Administration Regulations (15 C.F.R. Part 730 et seq.). Diversion contrary to U.S. Law is prohibited. Without limiting the foregoing, Purchaser agrees that it shall not sell, export, re-export, transfer, divert or otherwise dispose of Supplier’s goods to or via, or for use in the manufacture of products outside the United States specifically or predominately destined for, Cuba, Iran, North Korea, Sudan or Syria, or to any person, firm or entity, or country or countries , for any act activity or use prohibited by the laws of the United States without obtaining prior authorization from the competent government authorities as required by those laws.

ETHICAL TRADING INITIATIVE. We support the corporate codes of practice set forth by the Ethical Trading Initiative (“ETI”), implementing human rights, ethical labor practices, and environmental protection standards. These are available at http://www.drpeppersnapplegroup.com/values/sustainability/ethical-sourcing/ and are incorporated herein by reference. We conscientiously integrate these standards and commitments into the way we run our businesses globally to address such concerns. You represent and warrant that you will review and adhere to these Ethical Trading Initiative policies in order to achieve the highest ethical and environmental standards and social responsibility in your business practices and production supplies. If (***), and in accordance with ETI. (***).

FCPA COMPLIANCE. Supplier agrees that it has and shall continue to comply with the United States Foreign Corrupt Practices Act (“FCPA”). This law is found at Title 15, Section 78dd-1 of the United States Code. In general, the FCPA makes it illegal to bribe or make a corrupt payment to a Government Official (as therein defined) for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage. Other countries have similar laws prohibiting bribery and corrupt payments. In addition to the FCPA, Supplier agrees that it will comply with any controlling local law designed to prevent bribery or corrupt payments. Supplier’s failure to comply with the FCPA shall constitute grounds for immediate termination of this Agreement.

INDEMNIFICATION.

General Indemnity. You will indemnify Purchaser, its Affiliates, and related companies against any Claims by Third Parties for personal injury or property damage, to the extent directly or indirectly arising out of or related to your (i) breach of any term, representation, warranty, condition or agreement of this Agreement, (ii) any of your warranties under this Agreement being incorrect or misleading, (iii) the provision of Goods hereunder or (iv) any act or omission by you or any of your officers, employees, agents or contractors, including without limitation, a violation of the FCPA.

Indemnification Procedures. We will (1) promptly notify you of any Claim, (2) give you a reasonable opportunity to defend and/or settle the Claim at your own expense, and (3) not settle any Claim without your prior written consent. You must, however, provide us with written assurance of your obligation and ability to pay such Claim (whether through insurance or otherwise). Each party will assist the other as reasonably requested to properly and adequately defend such Claims. Our failure or delay in providing prompt notice and assistance will not, however, affect your obligations under this Section, except to the extent you are materially prejudiced thereby. We may also, at our expense, participate with our own counsel in the settlement or defense of the Claim.

INSURANCE. You will maintain, at your expense, during the Term and 12 months after, the following insurance:

You must provide us with a certificate of insurance evidencing such coverage within ten (10) days of the execution of this Agreement. We must be notified at least 30 days prior to any cancellation, non-renewal or material change to this coverage. (***). Such insurance shall be carried with an insurance carrier with an A.M. Best rating of A- or equivalent. Such insurance shall not limit or exclude the products, operations or services as performed by Supplier. If we fail to demand or identify deficiencies in any such certificate or other evidence, it will not waive your obligation to maintain such insurance. This Section does not limit your indemnity or other obligations in this Agreement, and we do not represent that the insurance and limits required are adequate.

The intellectual property belonging to each party at the commencement of this Agreement shall remain the intellectual property of such party and to the extent that any new intellectual property is conceived by the parties during the Term of this Agreement and pursuant to this Agreement, the parties agree to meet and confer to determine ownership and license rights with respect to such intellectual property.

FURNISHED EQUIPMENT AND MATERIALS. Any equipment or materials we furnish or specifically pay for, for your use in connection with this Agreement, will remain our sole property and must be clearly identified as such. You may only use such equipment or materials in your performance of this Agreement. We may remove them upon demand and you must promptly return them to us once this Agreement ends. You are responsible for all loss or damage (normal wear and tear excepted) and must insure such equipment or materials on a replacement cost basis.

TERMINATION.

Either party may terminate this Agreement by giving 30 days’ notice to the other party, without limiting any other rights and remedies therein, if any of the following occur:

In each case, the terminating party must notify the other party in writing including the date of termination.

Obligation to Cooperate/Transition Period. Upon expiration of this Agreement or in the event that Purchaser properly gives notice of termination as provided herein, Supplier shall: (i) ensure that all deliverables, Work Product, Confidential Information, whether completed or in progress, and materials and rights arising therefrom that are in possession or control of Supplier or its employees, agents, contractors or subcontractors, are transferred, assigned and made available to Purchaser in a timely manner, and in no event later than (***) from the date of expiration or termination; and (ii) continue to perform under this Agreement and fulfill orders for (***), or a shorter period as Purchaser may request, after the effective date of expiration or termination of this Agreement (the “Transition Period”), so long as the volume requirements during the Transition Period are generally consistent with forecasts issued prior to the notice of breach (or, in the absence of such forecasts, historical requirements for the relevant three (3) month period). During such Transition Period, Supplier shall continue to be responsible for the obligations set forth in this Agreement, and Purchaser will continue to pay the prices, fees, costs and expenses for Goods produced by Supplier in accordance with this Agreement. For any such fees, costs or expenses for Goods arising from third parties, Supplier shall use reasonable efforts to seek to have such reduced, cancelled or refunded. To the extent any such approved third party costs, fees and expenses cannot be cancelled, refunded or reduced, Purchaser may require Supplier to transfer, assign or make available to Purchaser, or to authorize Supplier to deliver the Goods and/or provide the related materials to Purchaser. Monthly or other period-based Fees for Goods will be pro-rated based on the percentage of the period completed upon the effective expiration or termination date. The unearned pro-rata portion of any prepaid fees or prepaid costs or expenses for Goods refunded to Supplier will be repaid to Purchaser within thirty (30) days after the effective expiration or termination date. Purchaser will accept delivery of and pay in accordance with the terms of this Agreement for any inventory of Goods produced by Supplier for Purchaser prior to the expiration of the Transition Period.

Effect of Termination. Upon termination or expiration of this Agreement or a Schedule hereunder or any transition period, without limiting a party’s remedies and damages for breach, neither party will have any further obligation or liability to the other hereunder for future performance hereof, except under those provisions surviving by the terms of this Agreement.

General Requirements. Each party (and its permitted Representatives) must keep the other’s Confidential Information confidential and may not use it except for the purposes of this Agreement (the "Permitted Use") nor copy, reproduce, distribute or disclose it, or allow access to it, to any third party in any manner. In protecting the other party’s Confidential Information from unauthorized access, the parties must use a level of care and effort that is, at minimum, equal to that (1) it uses to protect its own similar information, and (2) in any event, a reasonable degree of care and effort.

Representatives. A party may disclose and allow access to Confidential Information to its Representatives in a secure manner, but only if the Representative needs to know that Confidential Information for the Permitted Use; and is advised of, and agrees in writing to be bound by, this Agreement’s terms. The party will, however, remain responsible for any breach of this Agreement or unauthorized disclosure by its Representatives.

Remedies. Each party agrees that if it breaches this Confidentiality Section, the other party would be irreparably and immediately harmed and monetary damages would not be an adequate remedy. Therefore, the harmed party will be entitled to seek injunctive relief and/or to compel specific performance to enforce the obligations set forth herein. This is in addition to damages and any other remedy that party may be entitled to under law or equity. The breaching party will reimburse the other for all costs and expenses, including reasonable attorney’s’ fees, it incurs in enforcing the breaching party’s obligations hereunder.

Return of Confidential Information. Upon request, each party will promptly return (or destroy with the other party’s consent) all copies of the other’s Confidential Information in its possession or control. However, returning and/or destroying said Confidential Information will not relieve a party’s obligations under this Confidentiality Section.

Definitions.

“Confidential Information” means any and all:

(in each case, whether furnished, accessed or prepared before or after this Agreement).

"Representatives" means an entity’s directors, officers, employees, agents or representatives with a need to know (including attorneys, accountants, consultants and financial advisors).

Use of Name. You may not use our name for your own advertising or other purposes without our prior review of and written consent to such use. If we consent to such use, you may use such only in accordance with the approved manner and we may revoke such consent for any reason upon written notice to you for any continued use.

CONFLICT OF INTEREST. Neither party’s employees may receive or provide any gift (monetary or not) from or to any source (whether the party, its Affiliates or its employees) in connection with this Agreement. Any question concerning acceptable conduct of either party’s employees should be brought to the attention of the President of each party.

ADDITIONAL TERMS. Any additional terms specified in the Schedule will apply to this Agreement and be specifically incorporated herein.

FURTHER ASSURANCES. Each party will take, or cause to be taken, any other action that may be reasonably necessary to effect the transactions contemplated by this Agreement.

General: The word “including” (in its various forms) means “including without limitation.” Unless otherwise specifically indicated, the symbol “$” refers to dollars of the United States of America.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with another person or entity. As used herein, “control” means the power to direct the management or affairs of any entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.

“Bankruptcy” means an entity (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated a bankrupt or insolvent; files any petition or answer seeking reorganization, arrangement, liquidation or similar relief; (4) or files an answer admitting the material allegations of a petition against it for any such relief; (5) dissolves, or ceases to do business; or (6) has any proceeding against it seeking reorganization, arrangement, liquidation, or similar relief not dismissed within 60 days after it begins.

“Intellectual Property” means any and all right, title, and interest in and to any and all intellectual property, proprietary and other related rights (including, but not limited to, inventions, work of authorship, patent applications, patents, trade secrets, copyrights, trademarks, trade dress and designs, industrial designs, domain names), whether registered or unregistered (also including, where applicable, rights to enforce violations of rights of publicity or privacy and rights against piracy, plagiarism, libel, slander, defamation, unfair competition, idea misappropriation or breach of any confidentiality obligation or other contractual rights).

“Laws” means all applicable laws of the jurisdiction in which Purchaser is located or is otherwise subject including all federal, state, provincial, municipal and local laws, statutes, legislation, regulations, rules and codes.

Below Pricing is based on aluminum price of (***) (ingot (***) + (***))

DPS-GPS301:Dr Pepper Snapple Group Packaging Performance Specifications (aluminum beverage cans)

DPS-GPS302 : Dr Pepper Snapple Group Packaging Performance Specification (aluminum beverage ends)

DPS–6EP004 : Dr Pepper Snapple Group Packaging Performance Specification – Environmental Policy

DPS - GBS10 : Dr Pepper Snapple Group Packaging Performance Specification – Biological Safety of All Materials

Crown-BB-CPS-16A4DP:Crown 16oz can drawings

Crown-BB-CPS-112-A5DP: Crown 12oz can drawings

BB-CPS-8-A1DP : 202/211x307 - Crown 8oz can drawing

BZ-CPS-202-A2DP: 202 Dia Crown Large Opening End (LOE) drawing

BZ-CPS-202-A4DP: 202 Dia Crown SuperEnd SP Aluminum End

BZ-CPS-202-A1DP: 202 Dia Crown SuperEnd – Reduced Retained Tab