AMENDMENT #3 Cadbury Schweppes Bottling Group, Inc.

April 4, 2007

AMENDMENT #3		Cadbury Schweppes Bottling Group, Inc.

CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer this Amendment #3 to the June 15, 2004 Agreement (as previously amended on August 25, 2005 and June 21, 2006) between Crown and ▇▇ ▇▇▇▇▇▇/Seven Up Bottling Group, Inc. (“▇▇ ▇▇▇▇▇▇/Seven Up”) now known as Cadbury Schweppes Bottling Group, Inc. (“Cadbury”) for the supply of aluminum 12-ounce beverage cans and ends (“Containers”). The purpose of this Amendment #3 is to include additional Cadbury filling locations, add aluminum 8-ounce cans to the Agreement, and to revise certain other provisions of the Agreement as described below:

LOCATIONS & VOLUMES: In addition to the Cadbury filling locations included in the current Agreement (as previously amended), Crown shall supply and Cadbury agrees to purchase from Crown, *% of their 8-ounce and 12-ounce Container requirements for the following Cadbury filling locations beginning on or approximately *:

Location		Estimated Annual Volumes
Sacramento, CA		*		12-ounce
Sacramento, CA		*		8-ounce
Ottumwa, IA		*		8-ounce
Irving, TX		*		8-ounce
Total Additional Volume		*

If any of the Cadbury can filling locations supplied under the Agreement as amended herein are closed and volume is moved to a replacement filling location, Crown shall have the right to supply such relocated Container volume at the replacement filling location pursuant to the terms of the Agreement.

PRICING: The initial base prices for Containers to be supplied by Crown pursuant to this Amendment #3 (effective January 1, 2007) are:

Sacramento, CA:		12-ounce cans
		with ▇▇▇ End
12-ounce can bodies		$*
Aluminum adjustment		$*
Total can body price		$*
202 dia. ▇▇▇ ends		$*
Aluminum adjustment		$*
Total ▇▇▇ end price		$*
Total 12-oz Container		$*

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▇▇▇▇▇▇▇▇▇▇, ▇▇:		8-ounce cans
		with ▇▇▇ End
8-ounce can bodies		$*
Freight charge		$*
Aluminum adjustment		$*
Total can body price		$*

End units for the 8-ounce Containers at Sacramento shall be priced *.

Ottumwa, IA and Irving, TX:		8-ounce cans
		with SuperEnds
8-ounce can bodies		$*
Aluminum adjustment		$*
Total can body price		$*

End units for the 8-ounce Containers at Ottumwa and Irving shall be priced*.

PAYMENT TERMS: As in the current Agreement, payments for Containers supplied under this Amendment #3 shall be due net * days from the date of invoice—no cash discounts will be allowed.

SUPER-ENDS ® : Conversion of the Sacramento, CA filling location from “▇▇▇” to “Super-End^®” ends shall be completed on a mutually agreeable schedule *. * agrees to * required to convert the Sacramento location to Super-End^®. Seamer overhaul and repair costs are *. Upon conversion to SuperEnd^®, the end prices at Sacramento shall be adjusted to reflect the SuperEnd^® savings of $* per thousand ends.

FREIGHT: The above prices include freight delivery costs to the various Cadbury filling locations. Cadbury may use its own fleet of trucks to pick-up cans and/or ends at the Crown manufacturing facilities and Crown shall give a freight allowance equal to its cost to deliver by commercial carrier. Crown intends to supply can bodies to the various Cadbury filling locations from the following can manufacturing facilities:

Cadbury		Crown’s Can Supply
Filling Locations		Location (& Back-up)
Sacramento, CA 12-oz		*
Sacramento, CA 8-oz		*
Ottumwa, IA 8-oz		*
Irving, TX 8-oz		*

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PRICE CHANGES: The initial base prices shall be adjusted pursuant to the provisions of the current amended Agreement except for the following:

	1)		During the year 2007, price adjustments for * 12-ounce can bodies and all 202 diameter end units at the Sacramento location shall be based on a *.
	2)		* of all 8-ounce can bodies at Ottumwa, Irving and Sacramento shall be based on *. The first quarter 2007 invoice prices for 8-ounce can bodies shall reflect *. At the end of each calendar quarter, a reconciliation shall be performed reflecting * multiplied by the number of 8-ounce cans purchased by Cadbury during each of those months.

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CONFIDENTIALITY: Cadbury and Crown agree to maintain strict confidentiality regarding the contents of this Amendment #3 including pricing and all other terms set forth herein.

OTHER TERMS AND CONDITIONS: Except as specifically modified by this Amendment #3, all other terms and conditions of the amended Agreement shall remain in full force and effect.

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If you are in agreement with the provisions of this Amendment #3 as set forth above, please sign in the space provided below and return one original copy to Crown.

CROWN Cork & Seal USA, Inc.
By:		/s/
Title:
CADBURY SCHWEPPES BOTTLING GROUP, INC					.
By:		/s/
Title: