exv10w1






Exhibit 10.1




$500,000,000




Dr Pepper Snapple Group, Inc.



2.900% Senior Notes due 2016



Underwriting Agreement



January 6, 2011




J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179



Merrill Lynch, Pierce, Fenner & Smith


          Incorporated



One Bryant Park

New York, New York 10036




UBS Securities LLC

677 Washington Boulevard

Stamford, CT 06901



As Managers of the several Underwriters

named in Schedule II hereto



Ladies and Gentlemen:




     Dr Pepper Snapple Group, Inc., a Delaware corporation (the “Company”), proposes to issue and
sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are
acting as managers (the “Managers”), $500,000,000 aggregate principal amount of its 2.900% Notes
due 2016 (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of
December 15, 2009, between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as
supplemented by a second supplemental indenture (the “Second Supplemental Indenture,” and, together
with the Base Indenture, the “Indenture”) between the Company, the Guarantors (as defined below)
and the Trustee. The Securities will be guaranteed (the “Guarantees”) on an unsecured
unsubordinated basis by each of the entities (the “Guarantors”) listed on Schedule III hereto. If
the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I
hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer
to such firm or firms.



 









 





     The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement (File No. 333-163697), including a prospectus, on Form S-3, relating to
securities and related guarantees (the “Shelf Securities”), including the Securities, to be issued
from time to time by the Company. The registration statement as amended to the date of this
Agreement, including the information (if any) deemed to be part of the registration statement at
the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as
amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the
related prospectus covering the Shelf Securities dated December 14, 2009 in the form first used to
confirm sales of the Securities (or in the form first made available to the Underwriters by the
Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is
hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the
prospectus supplement specifically relating to the Securities in the form first used to confirm
sales of the Securities (or in the form first made available to the Underwriters by the Company to
meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred
to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the
Prospectus. For purposes of this Agreement, “Applicable Time” shall be the date and time set forth
on Schedule I. For purposes of this Agreement, “free writing prospectus” has the meaning set forth
in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus
together with the free writing prospectuses, if any, each identified in Schedule I hereto, and
“broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5)
under the Securities Act that has been made available without restriction to any person. As used
herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of
Sale Prospectus” and Prospectus shall include the documents, if any, incorporated by reference
therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the
Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary
prospectus or free writing prospectus shall include all documents subsequently filed by the Company
with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), that are deemed to be incorporated by reference therein.



     1. Representations and Warranties. The Company represents and warrants to and agrees with
each of the Underwriters as of the date hereof, as of the Applicable Time and as of the Closing
Date (as defined in Section 4) that:



     (a) The Registration Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are
pending before or, to the knowledge of the Company, threatened by the Commission. If the
Registration Statement is an automatic shelf registration statement as defined in Rule 405 under
the Securities



 









 







Act, the Company is a well-known seasoned issuer (as defined in Rule 405 under the
Securities Act) eligible to use the Registration Statement as an automatic shelf
registration statement and the Company has not received notice that the Commission objects to
the use of the Registration Statement as an automatic shelf registration statement.



     (b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply
when so filed in all material respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such
part became effective, did not contain, and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) the Registration Statement as of the date hereof does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply,
and as amended or supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time
of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the
offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date
(as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the
Company, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, (vi) each broadly available road show, if any, when
considered together with the Time of Sale Prospectus, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading and (vii) the Prospectus does
not contain and, as amended or supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to statements or omissions
in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by such Underwriter through the
Managers expressly for use therein.



     (c) The Company is not an “ineligible issuer” in connection with the offering pursuant to
Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is
required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with
the Commission in accordance with the requirements of the Securities Act and the applicable rules



 









 







and regulations of the Commission thereunder. Each free writing prospectus that the Company has
filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was
prepared by or behalf of or used or referred to by the Company complies or will comply in all
material respects with the requirements
of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Except for the free writing prospectuses, if any, identified in Schedule I hereto, and electronic
road shows, if any, each furnished to you before first use, the Company has not prepared, used or
referred to, and will not, without your prior consent, prepare, use or refer to, any free writing
prospectus.



     (d) Each preliminary prospectus filed as part of the registration statement as originally
filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act,
complied when so filed in all material respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder.



     (e) The financial statements and the related notes thereto included or incorporated by
reference in each of the Time of Sale Prospectus and the Prospectus present fairly, in all material
respects, the financial position of the Company and its consolidated subsidiaries as of the dates
indicated and the results of their operations and the changes in their cash flows for the periods
specified; such financial statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods covered thereby; and the
other financial information included in each of the Time of Sale Prospectus and the Prospectus
presents fairly, in all material respects, the information shown thereby as of the dates indicated.



     (f) Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, since the
date of the most recent financial statements of the Company included or incorporated in each of the
Time of Sale Prospectus and the Prospectus, (i) there has not been any change in the capital stock
(other than as a result of exercises of stock options or issuances under employee benefit plans and
share repurchases) or increases in long-term debt of the Company or any of its subsidiaries (except
for such changes that result from accounting for the fair value of hedges), or any material adverse
change, or any development involving a prospective material adverse change, in or affecting the
business, properties, financial position, results of operations of the Company and
its
subsidiaries, taken as a whole; and (ii) neither the Company nor any of its subsidiaries has
sustained any loss or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor disturbance or dispute or any action, order
or decree of any court or arbitrator or governmental or regulatory authority having jurisdiction
over the Company
and its subsidiaries, except in the case of this clause (ii) for any such loss or
interference that would not, individually or in the aggregate, have a material adverse effect on
the business, financial position, results of operations or prospects of the Company and



 









 







its
subsidiaries, taken as a whole, or on the performance by the Company or the Guarantors of their
obligations under the Securities and the Guarantees (a “Material Adverse Effect”).



     (g) The Company and the Guarantors have been duly organized and are validly existing and in
good standing under the laws of their respective
jurisdictions of organization, are duly qualified to do business and are in good standing in
each jurisdiction in which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, except where the failure to be so qualified or
in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The
Company and the Guarantors have all power and authority necessary to own or hold their respective
properties and to conduct the businesses in which they are engaged.



     (h) The Company has an authorized capitalization as set forth in each of the Time of Sale
Prospectus and the Prospectus under the heading “Capitalization”; and all the outstanding shares of
capital stock or other equity interests of each subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable, except where the failure to be so
authorized, issued, fully paid and non-assessable would not, individually or in the aggregate, have
a Material Adverse Effect, and are owned directly or indirectly by the Company (except in the case
of any foreign subsidiary, for directors’ qualifying shares), free and clear of any material lien,
charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any
third party.



     (i) The Company has full power and authority to execute and deliver this Agreement, the
Securities and the Second Supplemental Indenture (collectively, together with the Base Indenture,
the “Company Transaction Documents”) and to perform its obligations hereunder and thereunder. Each
Guarantor has full power and authority to execute and deliver the Second Supplemental Indenture
(including each Guarantee set forth in the Second Supplemental Indenture) (collectively, the
“Guarantor Transaction Documents” and, together with the Company Transaction Documents, the
“Transaction Documents”). All action required to be taken by the Company for the due and proper
authorization, execution and delivery of each of the Company Transaction Documents and the
consummation of the transactions contemplated thereby has been duly and validly taken. All action
required to be taken by each of the Guarantors for the due and proper authorization, execution and
delivery of the Guarantor Transaction Documents and the consummation of the transactions
contemplated thereby will have been duly and validly taken.



     (j) The Base Indenture has been duly authorized by the Company and the Guarantors and,
assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid
and legally binding agreement of the



 









 







Company and the Guarantors, enforceable against the Company
and the Guarantors in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally or by equitable principles relating to
enforceability (collectively, the “Enforceability Exceptions”); the Second Supplemental Indenture
has been duly authorized by the Company and the Guarantors and, when executed and delivered by the
Company and the Guarantors, and assuming due authorization, execution
and delivery thereof by the Trustee, will constitute a valid and legally binding agreement of
the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance
with its terms, subject to the Enforceability Exceptions; the Indenture has been duly qualified
under the Trust Indenture Act.



     (k) The Securities have been duly authorized by the Company and, when executed and delivered
by the Company pursuant to the terms of this Agreement, and assuming due authentication thereof by
the Trustee, will be duly executed, authenticated, issued and delivered as provided in the
Indenture and, when paid for as provided herein, will be duly and validly issued and outstanding
and will constitute valid and legally binding obligations of the Company enforceable against the
Company in accordance with their terms, subject to the Enforceability Exceptions, and will be
entitled to the benefits of the Indenture.



     (l) The Guarantees have been duly authorized by the Guarantors and, when the Securities have
been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for
as provided herein, will constitute valid and legally binding agreements of the Guarantors,
enforceable against the Guarantors in accordance with their terms, subject to the Enforceability
Exceptions.



     (m) This Agreement has been duly authorized, executed and delivered by the Company.



     (n) Each of the Transaction Documents conforms in all material respects to the descriptions
thereof contained in each of the Time of Sale Prospectus and the Prospectus.



     (o) Neither the Company nor any of its subsidiaries are (i) in violation of their respective
charters or by-laws or similar organizational documents; (ii) in default, and no event has occurred
that, with notice or lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or its subsidiaries is subject; or (iii) in violation of
any law or statute or any judgment, order, rule or



 









 







regulation of any court or arbitrator or
governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any
such default or violation that would not, individually or in the aggregate, have a Material Adverse
Effect.



     (p) The execution, delivery and performance by the Company and each of the Guarantors of each
of the Transaction Documents to which it is a party, the issuance and sale of the Securities
(including the Guarantees thereof) and compliance by the Company and each Guarantor, as applicable,
with the terms thereof and the consummation of the transactions contemplated by the Transaction
Documents will not (i) conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the
Guarantors pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of the Guarantors is a party or by which the Company or
any of the Guarantors is bound or to which any of the property or assets of the Company or any of
the Guarantors is subject, (ii) result in any violation of the provisions of the charter or bylaws
or similar organizational documents of the Company or any of the Guarantors or (iii) result in the
violation of any law or statute or any judgment, order, rule or regulation of any court or
arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of
the Guarantors, except, in the case of clauses (i) and (iii) above, for any such conflict, breach,
violation or default that would not, individually or in the aggregate, have a Material Adverse
Effect.



     (q) No consent, approval, authorization, order, registration or qualification of or with any
court or arbitrator or governmental or regulatory authority is required for the execution, delivery
and performance by the Company and each Guarantor, as applicable, of each of the Transaction
Documents to which it is a party, the issuance and sale of the Securities (including the Guarantees
thereof) and compliance by the Company and each Guarantor with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents, except for such
consents, approvals, authorizations, orders and registrations or qualifications as may be required
under applicable state securities laws in connection with the purchase and resale of the Securities
by the Underwriters.



     (r) Except as described in each of the Time of Sale Prospectus and the Prospectus, there are
no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which
the Company, or any of its subsidiaries is a party or to which any property or assets of the
Company or any of its subsidiaries is the subject that, individually or in the aggregate, if
determined adversely to the Company or any of its subsidiaries, would have a Material Adverse
Effect; and to the knowledge of the Company or its subsidiaries, no such investigations, actions,
suits or proceedings are threatened.



 









 





     (s) Deloitte & Touche LLP, who has audited certain consolidated financial statements of the
Company, is an independent registered public accounting firm with respect to the Company within the
applicable rules and regulations adopted by the Commission and the Public Company Accounting
Oversight Board (United States) and as required by the Securities Act.



     (t) The Company and its subsidiaries have good and marketable title in fee simple to, or have
valid rights to lease or otherwise use, all items of real and personal property that are material
to the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens,
encumbrances, claims and defects except those that (i) do not materially interfere with the use
made and proposed to
be made of such property by the Company and its subsidiaries or (ii) would not, individually
or in the aggregate, have a Material Adverse Effect.



     (u) Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i)
the Company and its subsidiaries own or possess the right to use all material patents, patent
applications, trademarks, service marks, trade names, copyrights, know-how and trade secrets
(collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as
currently conducted, and (ii) to the knowledge of the Company and its subsidiaries, the conduct of
their respective businesses, as currently conducted does not infringe, misappropriate or otherwise
conflict with any Intellectual Property of any third party, and (iii) the Company and its
subsidiaries have not received any written notice of any claim against the Company or its
subsidiaries concerning the foregoing.



     (v) Neither the Company nor any of the Guarantors is, and after giving effect to the offering
and sale of the Securities and the application of the proceeds of the sale of the Securities as
described in each of the Time of Sale Prospectus and the Prospectus, them will be, an “investment
company” or an entity “controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder
(collectively, the “Investment Company Act”).



     (w) The Company and its subsidiaries have paid all federal, state, local and foreign taxes and
filed all tax returns required to be paid or filed through the date hereof, except taxes that are
being contested in good faith by appropriate proceedings and for which the Company or the
applicable subsidiary has set aside an adequate reserve for its potential liability or to the
extent the failure to pay such taxes or file such returns would not, individually or in the
aggregate, have a Material Adverse Effect, and, except as would not, individually or in the
aggregate, have a Material Adverse Effect, all such tax returns are true, complete and correct; and
except as otherwise disclosed in each of the Time of Sale Prospectus and the Prospectus, there is
no tax deficiency that has been asserted against the Company or any of its subsidiaries or any of
their respective properties



 









 







or assets that would, individually or in the aggregate, have a Material
Adverse Effect.



     (x) The Company and its subsidiaries possess all licenses, certificates, permits or other
authorizations (“Permits”) issued by appropriate federal, state, local or foreign governmental or
regulatory authorities that are necessary for the ownership or lease of their respective properties
or the conduct of their respective businesses as described in each of the Time of Sale Prospectus
and the Prospectus, and have fulfilled all material obligations with respect to such Permits,
except where the failure to possess such Permits or perform such obligations would not,
individually or in the aggregate, have a Material Adverse Effect; and except as described in each
of the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries
has received notice of
any revocation or modification of any Permit or has any knowledge that any such Permit will
not be renewed in the ordinary course, except for such revocations, modifications or renewals as
would not, individually or in the aggregate, have a Material Adverse Effect.



     (y) No labor disturbance by or dispute with employees of the Company or any of its
subsidiaries exists or, to the knowledge of the Company or its subsidiaries, is contemplated or
threatened, except as would not, individually or in the aggregate, have a Material Adverse Effect.



     (z) (i) The Company and its subsidiaries (x) are in compliance with any and all applicable
federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders
relating to the protection of human health or safety, the environment, natural resources, hazardous
or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y)
have received and are in compliance with all permits, licenses, certificates or other
authorizations or approvals required of them under applicable Environmental Laws to conduct their
respective businesses, and (z) have not received notice of any actual or potential liability under
or relating to any Environmental Laws, including for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and
have no knowledge of any event or condition that would reasonably be expected to result in any such
notice, and (ii) there are no costs or liabilities associated with Environmental Laws relating to
the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such
failure to comply, or failure to receive required permits, licenses or approvals, or cost or
liability, as would not, individually or in the aggregate, have a Material Adverse Effect.



     (aa) Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus and as
would not, individually or in the aggregate, have a Material Adverse Effect, (i) each employee
benefit pension plan, within the meaning of



 









 







Section 3(2) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) subject to Title IV of ERISA that is maintained and established
by the Company or any member of its “Controlled Group” (defined as any organization which is a
member of a controlled group of corporations within the meaning of Section 414 of the Internal
Revenue Code of 1986, as amended (the “Code”)) (each, a “Pension Plan”) has been maintained in
compliance with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction,
within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect
to any Pension Plan excluding transactions effected pursuant to a statutory or administrative
exemption; (iii) for each Pension Plan that is subject to the funding rules of Section 412 of the
Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the
Code, whether or not waived, has occurred or is reasonably expected to occur; (iv) the fair market
value of the assets of each Plan exceeds the present value of
all benefits accrued under such Plan (determined based on those assumptions used to fund such
Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) not waived by the
PBGC has occurred or is reasonably expected to occur; and (vi) neither the Company nor any member
of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV
of ERISA (other than contributions to a Pension Plan or premiums to the PBGC, in the ordinary
course and without default) with respect to the termination of a Pension Plan (or the withdrawal
from a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA), except in the case
of clauses (iii) and (iv) as disclosed in the Time of Sale Prospectus and the Prospectus.



     (bb) The Company maintains an effective system of “disclosure controls and procedures” (as
defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required
to be disclosed by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the Commission’s
rules and forms, including controls and procedures designed to ensure that such information is
accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure. The Company maintains systems of “internal control over financial
reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of
the Exchange Act and have been designed by, or under the supervision of, their respective principal
executive and principal financial officers, or persons performing similar functions, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”). The Company maintains internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial



 









 







statements in conformity with U.S. GAAP and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. At December 31, 2009, there were no material weaknesses in the Company’s internal
controls over financial reporting. Based on the Company’s evaluation of internal control over
financial reporting in connection with the preparation of its quarterly report on Form 10-Q for the
quarter ended September 30, 2010, at September 30, 2010, there were no material weaknesses in the
Company’s internal controls over financial reporting which were reasonably likely to adversely
affect the Company’s ability to record, process, summarize and report financial information.



     (cc) The Company and its subsidiaries have insurance covering their respective properties,
operations, personnel and businesses, including business interruption insurance, which insurance is
in amounts and insures against such losses and risks as the Company deems are adequate to protect
the Company and
its subsidiaries and their respective businesses; and the Company has no reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to
continue its business.



     (dd) Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any
action designed to or that would reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.



     (ee) Nothing has come to the attention of the Company that has caused the Company to believe
that the statistical and market-related data included in each of the Time of Sale Prospectus and
the Prospectus is not based on or derived from sources that are reliable and accurate in all
material respects.



     (ff) The Company is in compliance in all material respects with the applicable provisions of
the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission adopted pursuant
thereto as such rules and regulations currently apply to the Company (collectively, the
“Sarbanes-Oxley Act”).



     (gg) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any
director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is
currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of
the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the



 









 







purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.



     (hh) To the best knowledge of the Company, the operations of the Company and its subsidiaries
are and have been conducted at all times in material compliance with applicable financial
recordkeeping and reporting requirements and the money laundering statutes and the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”).
No action, suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company or any of its subsidiaries with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened.



     (ii) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any
director, officer or employee of the Company or any of its subsidiaries is aware of or has taken
any action, directly or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA; and the Company and its subsidiaries have conducted
their businesses in compliance with the FCPA and have instituted and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.



     2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several
Underwriters, and each Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from the Company the respective principal amounts of Securities set forth in Schedule II
hereto opposite its name at the purchase price set forth in Schedule I hereto.



     3. Public Offering. The Company is advised by you that the Underwriters propose to make a
public offering of their respective portions of the Securities as soon after the Registration
Statement and this Agreement have become effective as in your judgment is advisable. The Company
is further advised by you that the Securities are to be offered to the public upon the terms set
forth in the Prospectus.



 









 





     4. Payment and Delivery. Payment for the Securities shall be made to the Company in Federal
or other funds immediately available in New York City on the closing date and time set forth in
Schedule I hereto, or at such other time on the same or such other date, not later than the fifth
business day thereafter, as may be designated in writing by you. The time and date of such payment
are hereinafter referred to as the “Closing Date.”



     Payment for the Securities shall be made against delivery to you on the Closing Date for the
respective accounts of the several Underwriters of the Securities registered in such names and in
such denominations as you shall request in writing not later than one full business day prior to
the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities
to the Underwriters duly paid.



     5. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters
are subject to the following conditions:



     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:




     (i) there shall not have occurred any downgrading, nor shall any notice have been
given of any intended or potential downgrading or of any review for a possible change that
does not indicate the direction of the
possible change, in the rating accorded the Company or any of the securities of the
Company or any of its subsidiaries or in the rating outlook for the Company by any
“nationally recognized statistical rating organization,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act; and




     (ii) there shall not have occurred any change, or any development involving a
prospective change, in or affecting the business, properties, financial position, results
of operations of the Company and its subsidiaries, taken as a whole, from that set forth
in the Time of Sale Prospectus as of the date of this Agreement that, in your judgment, is
material and adverse and that makes it, in your judgment, impracticable to market the
Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.



     (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing
Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)
above and to the effect that the representations and warranties of the Company contained in this
Agreement are true and correct as of the Closing Date and that the Company has complied with all of
the agreements and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.



 









 





     The officer signing and delivering such certificate may rely upon the best of his or her
knowledge as to proceedings threatened.



     (c) Baker Botts L.L.P., counsel for the Company, shall have furnished to the Managers, at the
request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and
addressed to the Underwriters, in form and substance reasonably satisfactory to the Managers, to
the effect set forth in Exhibit A hereto.



     (d) James L. Baldwin, Jr., Executive Vice President and General Counsel of the Company, shall
have furnished to the Managers, at the request of the Company, his written opinion and 10b-5
statement, dated the Closing Date and addressed to the Underwriters, in form and substance
reasonably satisfactory to the Managers, to the effect set forth in Exhibit B hereto.



     (e) The Underwriters shall have received on the Closing Date an opinion of Mayer Brown LLP,
counsel for the Underwriters, dated such date, in form and substance reasonably satisfactory to the
Managers.



     (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a
letter dated the date hereof or the Closing Date, as the case may be, in form and substance
satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants,
containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to
underwriters with respect to the financial statements and certain financial information
contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided
that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date
hereof.



     All opinions, letters, certificates and evidence mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Managers.



     6. Covenants of the Company. The Company covenants with each Underwriter as follows:



     (a) To furnish to you, without charge, a signed copy of the Registration Statement (including
exhibits thereto and documents incorporated by reference therein) and to deliver to each of the
Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time
of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any
supplements and amendments thereto or to the Registration Statement as you may reasonably request.



 









 





     (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus
or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not
to file any such proposed amendment or supplement to which you reasonably object.



     (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on
behalf of, used by, or referred to by the Company and not to use or refer to any proposed free
writing prospectus to which you reasonably object.



     (d) Not to take any action that would result in an Underwriter or the Company being required
to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing
prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not
have been required to file thereunder.



     (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a
time when the Prospectus is not yet available to prospective purchasers and any event shall occur
or condition exist as a result of which it is necessary to amend or supplement the Time of Sale
Prospectus in order to make the statements therein, in the light of the circumstances, not
misleading, or if any event shall occur or condition exist as a result of which the Time of Sale
Prospectus conflicts with the information contained in the Registration Statement then on file, or
if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time
of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission
and furnish, at its own expense, to
the Underwriters and to any dealer upon request, either amendments or supplements to the Time
of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or
supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is
delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as
amended or supplemented, will no longer conflict with the Registration Statement, or so that the
Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.



     (f) If, during such period after the first date of the public offering of the Securities as in
the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred
to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with
sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it
is necessary to amend or supplement the Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule
173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with
applicable law, forthwith to



 









 







prepare, file with the Commission and furnish, at its own expense, to
the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to
which Securities may have been sold by you on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the circumstances when the
Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is
delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will
comply with applicable law.



     (g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky
laws of such jurisdictions as you shall reasonably request; provided, that in no event shall the
Company be obligated to qualify to do business in any jurisdiction where it is not now so
qualified, to take any action that would subject it generally to service of process in suits in any
jurisdiction where it is not now subject or subject itself to taxation in any such jurisdiction
where it is not now subject.



     (h) To make generally available to the Company’s security holders and to you as soon as
practicable an earning statement covering a period of at least twelve months beginning with the
first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy
the provisions of Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.



     (i) Whether or not the transactions contemplated in this Agreement are consummated or this
Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s
accountants in connection with the registration and delivery of the Securities under the Securities
Act and all other fees or expenses in connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus,
any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and
amendments and supplements to any of the foregoing, including the filing fees payable to the
Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable),
all printing costs associated therewith, and the mailing and delivering of copies thereof to the
Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses
related to the transfer and delivery of the Securities to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal
investment memorandum in connection with the offer and sale of the Securities under state
securities laws and all expenses in connection with the qualification of the Securities for offer
and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and
the reasonable fees and



 









 







disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing
fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in
connection with the review and qualification of the offering of the Securities by the National
Association of Securities Dealers, Inc., (v) any fees charged by the rating agencies for the rating
of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii)
the costs and charges of any trustee, transfer agent, registrar or depositary, (viii) the costs and
expenses of the Company relating to investor presentations on any “road show” undertaken in
connection with the marketing of the offering of the Securities, including, without limitation,
expenses associated with the preparation or dissemination of any electronic road show, expenses
associated with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives and officers of the Company and any
such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the
document production charges and expenses associated with printing this Agreement and (x) all other
costs and expenses incident to the performance of the obligations of the Company hereunder for
which provision is not otherwise made in this Section. It is understood, however, that except as
provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph
of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and
disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them
and any advertising expenses connected with any offers they may make.



     (j) If the third anniversary of the initial effective date of the Registration Statement
occurs before all the Securities have been sold by the Underwriters, prior to the third anniversary
to file a new shelf registration statement and to take any other action necessary to permit the
public offering of
the Securities to continue without interruption; references herein to the Registration
Statement shall include the new registration statement declared effective by the Commission;



     (k) During the period beginning on the date hereof and continuing to and including the Closing
Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the
Company or warrants to purchase or otherwise acquire debt securities of the Company substantially
similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the
ordinary course of business or (iii) securities or warrants permitted with the prior written
consent of the Managers).



     (l) To prepare a final term sheet relating to the offering of the Securities, in the form of
Schedule IV hereto, and to file such final term sheet



 









 







within the period required by Rule
433(d)(5)(ii) under the Securities Act following the date the final terms have been established for
the offering of the Securities.



     7. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not
to take any action that would result in the Company being required to file with the Commission
under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that
otherwise would not be required to be filed by the Company thereunder, but for the action of the
Underwriter.



     8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each
Underwriter, its directors and officers, each person, if any, who controls any Underwriter within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each
affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and
against any and all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the
Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the
Securities Act, any Company information that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the Securities Act or the Prospectus or any amendment or supplement
thereto, or caused by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly for use therein.



     (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and each person, if any,
who controls the Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such
Underwriter, but only with reference to information relating to such Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use in the Registration Statement,
any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the
Prospectus or any amendment or supplement thereto. The Company acknowledges that the statements
set forth in the fourth (regarding selling concessions and reallowances), sixth (regarding
over-allotment, syndicate covering transactions and stabilizing transactions), seventh (regarding
penalty bids) and eighth (effect




 











 




of stabilization transactions) paragraphs under the heading “Underwriting” and the first and
third paragraphs under the heading “Underwriting—Conflicts of Interest” in any preliminary
prospectus and the Prospectus constitute the only information relating to an Underwriter furnished
to the Company in writing by an Underwriter through you expressly for use in the Registration
Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing
prospectus or the Prospectus or any amendment or supplement thereto.




     (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b),
such person (the “indemnified party”) shall promptly notify the person against whom such indemnity
may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by the Managers, in the
case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party
of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement. No indemnifying party
shall, without the prior



 









 




written consent of the indemnified party, effect any settlement of any
pending or
threatened proceeding in respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder by such indemnified party, unless such settlement
(i) includes an unconditional release of such indemnified party from all liability on claims that
are the subject matter of such proceeding and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.




     (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to
an indemnified party or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Securities or (ii) if the allocation
provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also
the relative fault of the Company on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand in connection with
the offering of the Securities shall be deemed to be in the same respective proportions as the net
proceeds from the offering of the Securities (before deducting expenses) received by the Company
and the total underwriting discounts and commissions received by the Underwriters bear to the
aggregate initial public offering price of the Securities as set forth in the Prospectus. The
relative fault of the Company on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The Underwriters’
respective obligations to contribute pursuant to this Section 8 are several in proportion to the
respective principal amounts of Securities they have purchased hereunder, and not joint.



     (e) The Company and the Underwriters agree that it would not be just or equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in Section 8(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages and liabilities
referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth



 









 




above,
any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were offered to the public exceeds the
amount of any damages that such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.




     (f) The indemnity and contribution provisions contained in this Section 8 and the
representations, warranties and other statements of the Company contained in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Underwriter, any person controlling any
Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or
directors or any person controlling the Company and (iii) acceptance of and payment for any of the
Securities.



     9. Termination. The Underwriters may terminate this Agreement by notice given by you to the
Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on the New York Stock Exchange,
(ii) trading of any securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance
services in the United States or through the Euroclear System or Clearstream shall have occurred,
(iv) any moratorium on commercial banking activities shall have been declared by Federal or New
York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities,
or any change in financial markets or any calamity or crisis that, in your judgment, is material
and adverse and which, singly or together with any other event specified in this clause (v), makes
it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of
the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the
Prospectus.



     10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the
execution and delivery hereof by the parties hereto.



     If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Securities that it has or they have agreed to purchase hereunder



 









 




on such date, and the aggregate
principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate principal amount of the
Securities to be purchased on such date, the other Underwriters shall be obligated severally in the
proportions that the principal amount of Securities set forth opposite their
respective names in Schedule II bears to the aggregate principal amount of Securities set
forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as
you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; provided that in no event shall the
principal amount of Securities that any Underwriter has agreed to purchase pursuant to this
Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such
principal amount of Securities without the written consent of such Underwriter. If, on the Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more than one-tenth of
the aggregate principal amount of Securities to be purchased on such date, and arrangements
satisfactory to you and the Company for the purchase of such Securities are not made within 36
hours after such default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either you or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven days, in order that
the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the
Prospectus or in any other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.




     If this Agreement shall be terminated by the Underwriters, or any of them, because of any
failure or refusal on the part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement the Company will reimburse the Underwriters or such Underwriters
as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket
expenses (including the fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated hereunder.



     11. Entire Agreement. (a) This Agreement, together with any contemporaneous written
agreements and any prior written agreements (to the extent not superseded by this Agreement) that
relate to the offering of the Securities, represents the entire agreement between the Company and
the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale
Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the
Securities.



 









 





     (b) The Company acknowledges that in connection with the offering of the Securities: (i) the
Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the
Company or any other person, (ii) the Underwriters owe the Company only those duties and
obligations set forth in this Agreement and prior written agreements (to the extent not superseded
by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of
the Company. The Company waives to the full extent permitted by
applicable law any claims it may have against the Underwriters arising from an alleged breach
of fiduciary duty in connection with the offering of the Securities.




     12. Counterparts. This Agreement may be signed in two or more counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.



     13. Applicable Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.



     14. Headings. The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed a part of this Agreement



     15. Notices. All communications hereunder shall be in writing and effective only upon receipt
and if to the Managers shall be delivered, mailed or sent to J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York 10179 (Fax: 212-834-6081), Attention: High Grade Syndicate Desk,
3rd Floor; to Merrill Lynch, Pierce Fenner & Smith Incorporated, One Bryant Park, New
York, New York 10036 (Fax: (646) 855-5958), Attention High Grade DCM Transaction Management /
Legal; to UBS Securities LLC, 677 Washington Boulevard, Stamford, Connecticut 06901 (Fax: (203)
719-0495), Attention: Fixed Income Syndicate; and if to the Company shall be delivered, mailed or
sent to Dr Pepper Snapple Group, Inc., 5301 Legacy Drive, Plano, Texas 75024 (Fax: 972-673-7879),
Attention: Martin M. Ellen, Executive Vice President & Chief Financial Officer.



[Remainder of page left intentionally blank; signatures appear on next page.]




 









 





     If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.



	 	 	 	 	 
	 	Very truly yours,


DR PEPPER SNAPPLE GROUP, INC.

 	 
	 	By:  	/s/ Martin M. Ellen	 
	 	 	Name:  	Martin M. Ellen	 
	 	 	Title:  	Executive Vice President & 

Chief Executive Officer	 
	 


Accepted as of the date hereof




J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

          INCORPORATED




UBS SECURITIES LLC




Acting severally on behalf of themselves

and the several Underwriters named in

Schedule II hereto




	 	 	 	 	 
	 	J.P. MORGAN SECURITIES LLC

 	 
	 	By:  	/s/ Maria Sramek	 
	 	 	Name:  	Maria Sramek	 
	 	 	Title:  	Executive Director	 
	 
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH

        INCORPORATED

 	 
	 	By:  	/s/ Brendan Hanley	 
	 	 	Name:  	Brendan Hanley	 
	 	 	Title:  	Managing Director	 
	 



 









 






	 	 	 	 	 
	 	UBS SECURITIES LLC

 	 
	 	By:  	/s/ Christian Stewart	 
	 	 	Name:  	Christian Stewart	 
	 	 	Title:  	Managing Director 

UBS Investment Bank	 
	 
	 	 	 
	 	By:  	/s/ Mark Spadaccini	 
	 	 	Name:  	Mark Spadaccini	 
	 	 	Title:  	Associate Director

Debt Capital Markets

UBS Investment Bank	 
	 




 









 





SCHEDULE I




	 	 	 

	Managers:

	 	J.P. Morgan Securities LLC 

Merrill Lynch, Pierce Fenner & Smith 

        Incorporated 

UBS Securities LLC
	 
	 	 
	Applicable Time:

	 	2:00 p.m., EST, on January 6, 2011
	 
	 	 
	Indenture:

	 	Indenture dated as of December 15, 2009
between the Company and the Trustee
	 
	 	 
	Trustee:

	 	Wells Fargo Bank, N.A.
	 
	 	 
	Registration Statement File No.:

	 	333-163697 
	 
	 	 
	Time of Sale Prospectus

	 	Basic Prospectus dated December 14, 2009,
relating to the Shelf Securities 


The preliminary prospectus supplement
dated January 6, 2011 relating to the
Securities 


Final term sheet dated January 6, 2011
relating to the Securities
	 
	 	 
	Securities to be purchased:

	 	$500,000,000 2.900% Senior Notes due 2016
	 
	 	 
	Purchase Price:

	 	99.539% of the principal amount of the
Securities, plus accrued interest, if
any, from January 11, 2011
	 
	 	 
	Maturity:

	 	January 15, 2016
	 
	 	 
	Interest Rate:

	 	2.900% per annum, accruing from January
11, 2011
	 
	 	 
	Interest Payment Dates:

	 	January 15 and July 15, commencing July
15, 2011
	 
	 	 
	Closing Date and Time:

	 	January 11, 2011 10:00 a.m.






I-1 









 






	 	 	 

	Closing Location:

	 	Mayer Brown LLP

1675 Broadway

New York, New York 10019






I-2 









 





SCHEDULE II




	 	 	 	 	 
	 	 	Principal Amount of	 
	 	 	Securities to be	 
	Underwriter	 	Purchased	 
	J.P. Morgan Securities LLC
	 	$	133,333,000	 
	Merrill Lynch, Pierce, Fenner & Smith Incorporated 
	 	 	133,334,000	 
	UBS Securities LLC 
	 	 	133,333,000	 
	Credit Suisse Securities (USA) LLC
	 	 	33,334,000	 
	Goldman, Sachs & Co.
	 	 	33,333,000	 
	Wells Fargo Securities, LLC
	 	 	33,333,000	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	500,000,000	 
	 
	 	 	 






II-1 









 





Schedule III




List of Guarantors




234DP Aviation, LLC,

A&W Concentrate Company

Americas Beverages Management GP

AmTrans, Inc.

Berkeley Square US, Inc.

Beverage Investments LLC

Beverages Delaware Inc.

DP Beverages Inc.

DPS Americas Beverages, LLC

DPS Beverages, Inc.

DPS Finance II, Inc.

DPS Holdings Inc.

Dr Pepper/Seven-Up Beverage Sales Company

Dr Pepper/Seven Up Manufacturing Company

Dr Pepper/Seven Up, Inc.

High Ridge Investments US, Inc.

International Beverage Investments GP

International Investments Management LLC

Mott’s General Partnership

Mott’s LLP

MSSI LLC

Nantucket Allserve, Inc.

Nuthatch Trading US, Inc.

Pacific Snapple Distributors, Inc.

Royal Crown Company, Inc.

Snapple Beverage Corp.

Splash Transport, Inc.

The American Bottling Company




III-1 









 





Schedule IV




Form of Final Term Sheet




Supplementing the Preliminary Prospectus

Supplement dated January 6, 2011

(To Prospectus dated December 14, 2009)




$500,000,000

Dr Pepper Snapple Group Inc.

2.900% Senior Notes Due 2016




Final Term Sheet



January 6, 2011



	 	 	 

	Issuer:

	 	Dr Pepper Snapple Group, Inc.
	Security:

	 	2.900% Senior Notes due 2016
	Size:

	 	 $500,000,000 
	Maturity Date:

	 	January 15, 2016 
	Coupon (Interest Rate):

	 	 2.900% 
	Interest Payment Dates:

	 	Each January 15 and July 15, beginning
on July 15, 2011.
	Price to Public (Issue Price):

	 	 99.889% 
	Trade Date:

	 	January 6, 2011
	Settlement Date (T+3):

	 	January 11, 2011
	Yield to Maturity:

	 	 2.924% 
	Benchmark Treasury:

	 	UST 5yr 2.125% December 2015
	Benchmark Treasury Price and Yield:

	 	100-73/4 ; 2.074%
	Spread to Benchmark Treasury:

	 	0.85% (85 basis points)
	Make-Whole Call:

	 	T+ 15 basis points
	CUSIP Number:

	 	26138E AM1
	Joint Book-Running Managers:

	 	J.P. Morgan Securities LLC 

Merrill Lynch, Pierce, Fenner & Smith

          Incorporated 

UBS Securities LLC
	 
	 	 
	Co-Managers:

	 	Credit Suisse Securities (USA) LLC 

Goldman, Sachs & Co. 

Wells Fargo Securities, LLC
	 
	 	 







The issuer has filed a registration statement (including a prospectus) with the Securities and
Exchange Commission (“SEC”) for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533,
Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or UBS Securities
LLC toll-free at 1-877-827-6444, ext. 561-3884.




IV-1 









 





Exhibit A



Opinion of Baker Botts L.L.P., counsel for the Company, pursuant to Section 6(c)




     (i) The Company has full power and authority to execute and deliver this Agreement, the
Securities and the Second Supplemental Indenture (collectively, the “Company Transaction
Documents”) and to perform its obligations hereunder and thereunder. All action required to be
taken by the Company for the due and proper authorization, execution and delivery of each of the
Company Transaction Documents and the consummation of the transactions contemplated thereby has
been duly and validly taken.



     (ii) This Agreement has been duly authorized, executed and delivered by the Company.



     (iii) The Base Indenture has been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery thereof by Trustee, constitutes a valid and
legally binding agreement of the Company, enforceable against the Company in accordance with its
terms, except that the enforcement thereof may be subject to (i) any bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors’ rights generally and (ii) general principles of equity and public policy
(regardless of whether enforcement is sought in a proceeding at law or in equity) and the
discretion of the court before which any proceeding therefor may be brought (collectively, the
“Enforceability Exceptions”); the Base Indenture has been duly qualified under the Trust Indenture
Act.



     (iv) The Second Supplemental Indenture has been duly authorized, executed and delivered by the
Company and, assuming due authorization, execution and delivery thereof by the Guarantors and the
Trustee, constitutes a valid and legally binding agreement of the Company and the Guarantors,
enforceable against the Company and the Guarantors in accordance with its terms, except as
enforceability may be limited by the Enforceability Exceptions.



     (v) The Securities have been duly authorized, executed and delivered by the Company and,
assuming due authentication thereof by the Trustee, constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with their terms, subject
to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.



     (vi) Assuming the Guarantees have been duly authorized, executed and delivered by the
Guarantors, the Guarantees constitute valid and legally
binding



Exhibit A, Page 1 









 




agreements of the Guarantors,
enforceable against the Guarantors in accordance with their terms, subject to the Enforceability
Exceptions.




     (vii) Each of the Transaction Documents conforms in all material respects to the descriptions
thereof contained in each of the Time of Sale Prospectus and the Prospectus.



     (viii) The execution, delivery and performance by the Company and each of the Guarantors of
each of the Transaction Documents to which it is a party, the issuance and sale of the Securities
(including the Guarantees thereof) and compliance by the Company and each Guarantor, as applicable,
with the terms thereof and the consummation of the transactions contemplated by the Transaction
Documents will not result in the violation of any law or statute of the United States or the State
of New York or, to our knowledge following inquiry of the Company’s management, any judgment,
order, rule or regulation of any United States or New York court or arbitrator or governmental or
regulatory authority having jurisdiction over the Company or any of the Guarantors, except for any
such violation that would not, individually or in the aggregate, have a Material Adverse Effect.



     (ix) No consent, approval, authorization, order, registration or qualification of or with any
United States federal or New York State governmental or regulatory authority or, to our knowledge
following inquiry of the Company’s management, any United States federal or New York State court or
arbitrator is required for the execution, delivery and performance by the Company and each
Guarantor, as applicable, of each of the Transaction Documents to which it is a party, the issuance
and sale of the Securities (including the Guarantees thereof) and compliance by the Company and
each Guarantor with the terms thereof and the consummation of the transactions contemplated by the
Transaction Documents, except for such consents, approvals, authorizations, orders and
registrations or qualifications as may be required under applicable state securities laws in
connection with the purchase and resale of the Securities by the Underwriters.



     (x) The statements in the Time of Sale Prospectus and the Prospectus under the captions
“Description of the Notes,” “Description of Debt Securities,” and “Underwriting,” insofar as such
statements constitute summaries of documents referred to therein, fairly summarize in all material
respects the documents referred to therein.



     (xi) The statements in the Time of Sale Prospectus and the Prospectus under the captions
“Material U.S. Federal Income Tax Considerations,” insofar as such statements constitute summaries
of legal matters referred to therein, fairly summarize in all material respects the legal matters
referred to therein.



Exhibit A, Page 2 









 





     (xii) Neither the Company nor any of the Guarantors is, and after giving effect to the
offering and sale of the Securities and the application of the proceeds of the sale of the
Securities as described in each of the Time of Sale Prospectus
and the Prospectus, them will be, an “investment company” or an entity “controlled” by an
“investment company” within the meaning of the Investment Company Act.



     (xiii) The Registration Statement has become effective under the Act; any required filing of
the Base Prospectus, any preliminary prospectus and the Prospectus, and any supplements thereto,
pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule
424(b); any required filing of any Issuer Free Writing Prospectus pursuant to Rule 433 has been
made in the manner and within the time period required by Rule 433; to the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration Statement or any notice
objecting to its use has been issued, no proceedings for that purpose have been instituted or
threatened.



     (xiv) The Registration Statement and the Prospectus (except for the financial statements,
financial statement footnotes and financial schedules and other financial and statistical data
included or incorporated by reference therein and except for that part of the Registration
Statement that constitutes the Form T-1, as to which such counsel need not express any opinion)
appear on their face to be appropriately responsive in all material respects to the requirements of
the Securities Act and the applicable rules and regulations of the Commission thereunder.



     (xv) Each document filed pursuant to the Exchange Act and incorporated by reference in the
Time of Sale Prospectus or the Prospectus (except for the financial statements, financial statement
footnotes and financial schedules and other financial and statistical data included or incorporated
by reference therein, as to which such counsel need not express any opinion) appeared on its face
to be appropriately responsive as of its filing date in all material respects to the requirements
of the Exchange Act and the applicable rules and regulations of the Commission thereunder.



     Such counsel shall also state that nothing has come to their attention that causes such
counsel to believe that (i) any part of the Registration Statement, when such part became
effective, (except for the financial statements, financial statement footnotes and financial
schedules and other financial and statistical data included or incorporated by reference therein
and except for that part of the Registration Statement that constitutes the Form T-1, as to which
such counsel need not express any belief) contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) the Time of Sale Prospectus (except for the financial statements,
financial statement footnotes and financial schedules and



Exhibit A, Page 3 









 







other financial and statistical data
included or incorporated by reference therein, as to which such counsel need not express any
belief) as of the Applicable Time, contained any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements therein, in the light of
the
circumstances under which they were made, not misleading or (iii) the Prospectus (except for the
financial statements, financial statement footnotes and financial schedules and other financial and
statistical data included or incorporated by reference therein, as to which such counsel need not
express any belief), as of its date and as of the Closing Date, contained or contains any untrue
statement of a material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.



Exhibit A, Page 4 









 





Exhibit B




Opinion of James L. Baldwin, Jr., Executive Vice President and

General Counsel of the Company, pursuant to Section 6(c)




     (i) The Company and the Guarantors have been duly organized and are validly existing and in
good standing under the laws of their respective jurisdictions of organization, and to the best of
his knowledge, are duly qualified to do business and are in good standing in each jurisdiction in
which their respective ownership or lease of property or the conduct of their respective businesses
requires such qualification, except where the failure to be so qualified or in good standing would
not, individually or in the aggregate, have a Material Adverse Effect. The Company and the
Guarantors have all power and authority necessary to own or hold their respective properties and to
conduct the businesses in which they are engaged.



     (ii) Each Guarantor has full power and authority to execute and deliver the Second
Supplemental Indenture (including each Guarantee set forth in the Indenture) (collectively, the
“Guarantor Transaction Documents” and, together with the Company Transaction Documents, the
“Transaction Documents”). All action required to be taken by each of the Guarantors for the due
and proper authorization, execution and delivery of the Guarantor Transaction Documents and the
consummation of the transactions contemplated thereby will have been duly and validly taken.



     (iii) The Company has an authorized capitalization as set forth in each of the Time of Sale
Prospectus and the Prospectus under the heading “Capitalization”; and all the outstanding shares of
capital stock or other equity interests of each subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable, except where the failure to be so
authorized, issued, fully paid and non-assessable would not, individually or in the aggregate, have
a Material Adverse Effect, and are owned directly or indirectly by the Company (except in the case
of any foreign subsidiary, for directors’ qualifying shares), free and clear of any material lien,
charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any
third party.



     (iv) To my knowledge, except as described in each of the Time of Sale Prospectus and the
Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or
proceedings pending to which the Company or any of its subsidiaries is a party or to which any
property of the Company or any of its subsidiaries is the subject that, individually, if determined
adversely to the Company or any of its subsidiaries, would reasonably be expected to have a



Exhibit B, Page 1 









 







Material Adverse Effect; and to my knowledge, no such investigations, actions, suits or proceedings
are threatened.



     (v) The Second Supplemental Indenture has been duly authorized, executed and delivered by
Guarantors.



     (vi) The Guarantees have been duly authorized, executed and delivered by the Guarantors.



     (vii) The execution, delivery and performance by the Company and each of the Guarantors of
each of the Transaction Documents to which it is a party, the issuance and sale of the Securities
(including the Guarantees thereof) and compliance by the Company and each Guarantor, as applicable,
with the terms thereof and the consummation of the transactions contemplated by the Transaction
Documents will not (i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or the Guarantors pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is
bound or to which any of the property or assets of the Company or any of the Guarantors is subject,
(ii) result in any violation of the provisions of the charter or bylaws or similar organizational
documents of the Company or any of the Guarantors or (iii) result in the violation of any law or
statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or
regulatory authority having jurisdiction over the Company or any of the Guarantors, except, in the
case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would
not, individually or in the aggregate, have a Material Adverse Effect.



     (viii) No consent, approval, authorization, order, registration or qualification of or with
any court or arbitrator or governmental or regulatory authority is required for the execution,
delivery and performance by the Company and each Guarantor, as applicable, of each of the
Transaction Documents to which it is a party, the issuance and sale of the Securities (including
the Guarantees thereof) and compliance by the Company and each Guarantor with the terms thereof and
the consummation of the transactions contemplated by the Transaction Documents, except for such
consents, approvals, authorizations, orders and registrations or qualifications as may be required
under applicable state securities laws in connection with the purchase and resale of the Securities
by the Underwriters.



     Such counsel shall also state that nothing has come to his attention that causes him to
believe that (i) any part of the Registration Statement, when such part became effective, (except
for the financial statements, financial statement



Exhibit B, Page 2 









 







footnotes and financial schedules and other
financial and statistical data included or incorporated by reference therein and except for that
part of the Registration Statement that constitutes the Form T-1, as to which such counsel need not
express any belief) contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii) the Time of Sale Prospectus (except for the financial statements, financial
statement footnotes and financial schedules and other financial and statistical data included or
incorporated by reference therein, as to which such counsel need not express any belief) as of the
Applicable Time, contained any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (iii) the Prospectus (except for the financial
statements, financial statement footnotes and financial schedules and other financial and
statistical data included or incorporated by reference therein, as to which such counsel need not
express any belief), as of its date and as of the Closing Date, contained or contains any untrue
statement of a material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.




Exhibit B, Page 3